Exhibit 4.2


 




 





SOURCE INTERLINK COMPANIES, INC.


 


11.25% Senior Notes due 2015


 






 


INDENTURE


 


Dated as of June 23, 2008


 






 


HSBC BANK USA, NATIONAL ASSOCIATION


 


as Trustee




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1

  	
   

  
	
   

  	
   

  	
   

  
	
  Definitions and
  Incorporation by Reference

  	
   

  
	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
  1

  
	
  SECTION 1.02.

  	
  Other Definitions

  	
  21

  
	
  SECTION 1.03.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  22

  
	
  SECTION 1.04.

  	
  Rules of Construction

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
   

  	
   

  	
   

  
	
  The Notes

  	
   

  
	
   

  	
   

  
	
  SECTION 2.01.

  	
  Amount of Notes; Issuable in Series

  	
  23

  
	
  SECTION 2.02.

  	
  Form and Dating

  	
  24

  
	
  SECTION 2.03.

  	
  Execution and Authentication

  	
  25

  
	
  SECTION 2.04.

  	
  Registrar and Paying Agent

  	
  25

  
	
  SECTION 2.05.

  	
  Paying Agent To Hold Money in Trust

  	
  26

  
	
  SECTION 2.06.

  	
  Holder Lists

  	
  26

  
	
  SECTION 2.07.

  	
  Transfer and Exchange

  	
  26

  
	
  SECTION 2.08.

  	
  Replacement Notes

  	
  27

  
	
  SECTION 2.09.

  	
  Outstanding Notes

  	
  27

  
	
  SECTION 2.10.

  	
  Temporary Notes

  	
  28

  
	
  SECTION 2.11.

  	
  Cancellation

  	
  28

  
	
  SECTION 2.12.

  	
  Defaulted Interest

  	
  28

  
	
  SECTION 2.13.

  	
  CUSIP and ISIN Numbers

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
   

  	
   

  	
   

  
	
  Redemption

  	
   

  
	
   

  	
   

  
	
  SECTION 3.01.

  	
  Notices to Trustee

  	
  28

  
	
  SECTION 3.02.

  	
  Selection of Notes To Be Redeemed

  	
  29

  
	
  SECTION 3.03.

  	
  Notice of Redemption

  	
  29

  
	
  SECTION 3.04.

  	
  Effect of Notice of Redemption

  	
  29

  
	
  SECTION 3.05.

  	
  Deposit of Redemption Price

  	
  30

  
	
  SECTION 3.06.

  	
  Notes Redeemed in Part

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
   

  	
   

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  
	
  SECTION 4.01.

  	
  Payment of Notes

  	
  30

  
	
  SECTION 4.02.

  	
  SEC Reports

  	
  30

  



 

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 4.03.

  	
  Limitation on Indebtedness

  	
  31

  
	
  SECTION 4.04.

  	
  Limitation on Restricted Payments

  	
  34

  
	
  SECTION 4.05.

  	
  Limitation on Restrictions on Distributions from Restricted
  Subsidiaries

  	
  37

  
	
  SECTION 4.06.

  	
  Limitation on Sales of Assets and Subsidiary Stock

  	
  38

  
	
  SECTION 4.07.

  	
  Limitation on Transactions with Affiliates

  	
  40

  
	
  SECTION 4.08.

  	
  Change of Control

  	
  41

  
	
  SECTION 4.09.

  	
  Compliance Certificate

  	
  42

  
	
  SECTION 4.10.

  	
  Further Instruments and Acts

  	
  42

  
	
  SECTION 4.11.

  	
  Future Note Guarantors

  	
  42

  
	
  SECTION 4.12.

  	
  Limitation on Lines of Business

  	
  43

  
	
  SECTION 4.13.

  	
  Limitation on the Sale or Issuance of Capital Stock of Restricted
  Subsidiaries

  	
  43

  
	
  SECTION 4.14.

  	
  Limitation on Liens

  	
  43

  
	
  SECTION 4.15.

  	
  Liquidated Damages Notice

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  
	
   

  	
   

  	
   

  
	
  Successor Company

  	
   

  
	
   

  	
   

  
	
  SECTION 5.01.

  	
  When Company May Merge or Transfer Assets

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  
	
   

  	
   

  	
   

  
	
  Defaults and
  Remedies

  	
   

  
	
   

  	
   

  
	
  SECTION 6.01.

  	
  Events of Default

  	
  46

  
	
  SECTION 6.02.

  	
  Acceleration

  	
  48

  
	
  SECTION 6.03.

  	
  Other Remedies

  	
  48

  
	
  SECTION 6.04.

  	
  Waiver of Past Defaults

  	
  49

  
	
  SECTION 6.05.

  	
  Control by Majority; Trustee Indemnity

  	
  49

  
	
  SECTION 6.06.

  	
  Limitation on Suits

  	
  49

  
	
  SECTION 6.07.

  	
  Rights of Holders To Receive Payment

  	
  50

  
	
  SECTION 6.08.

  	
  Collection Suit by Trustee

  	
  50

  
	
  SECTION 6.09.

  	
  Trustee May File Proofs of Claim

  	
  50

  
	
  SECTION 6.10.

  	
  Priorities

  	
  50

  
	
  SECTION 6.11.

  	
  Undertaking for Costs

  	
  50

  
	
  SECTION 6.12.

  	
  Waiver of Stay or Extension Laws

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  
	
   

  	
   

  
	
  SECTION 7.01.

  	
  Duties of Trustee

  	
  51

  
	
  SECTION 7.02.

  	
  Rights of Trustee

  	
  52

  
	
  SECTION 7.03.

  	
  Individual Rights of Trustee

  	
  53

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 7.04.

  	
  Trustee’s Disclaimer

  	
  53

  
	
  SECTION 7.05.

  	
  Notice of Defaults

  	
  53

  
	
  SECTION 7.06.

  	
  Reports by Trustee to Holders

  	
  53

  
	
  SECTION 7.07.

  	
  Compensation and Indemnity

  	
  54

  
	
  SECTION 7.08.

  	
  Replacement of Trustee

  	
  54

  
	
  SECTION 7.09.

  	
  Successor Trustee by Merger

  	
  55

  
	
  SECTION 7.10.

  	
  Eligibility; Disqualification

  	
  55

  
	
  SECTION 7.11.

  	
  Preferential Collection of Claims Against Company

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  
	
   

  	
   

  	
   

  
	
  Discharge of
  Indenture; Defeasance

  	
   

  
	
   

  	
   

  
	
  SECTION 8.01.

  	
  Discharge of Liability on Notes; Defeasance

  	
  56

  
	
  SECTION 8.02.

  	
  Conditions to Defeasance

  	
  57

  
	
  SECTION 8.03.

  	
  Application of Trust Money

  	
  58

  
	
  SECTION 8.04.

  	
  Repayment to Company

  	
  58

  
	
  SECTION 8.05.

  	
  Indemnity for Government Obligations

  	
  58

  
	
  SECTION 8.06.

  	
  Reinstatement

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  
	
   

  	
   

  	
   

  
	
  Amendments

  	
   

  
	
   

  	
   

  
	
  SECTION 9.01.

  	
  Without Consent of Holders

  	
  59

  
	
  SECTION 9.02.

  	
  With Consent of Holders

  	
  59

  
	
  SECTION 9.03.

  	
  Compliance with Trust Indenture Act

  	
  60

  
	
  SECTION 9.04.

  	
  Revocation and Effect of Consents and Waivers

  	
  60

  
	
  SECTION 9.05.

  	
  Notation on or Exchange of Notes

  	
  61

  
	
  SECTION 9.06.

  	
  Trustee To Sign Amendments

  	
  61

  
	
  SECTION 9.07.

  	
  Payment for Consent

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  
	
   

  	
   

  	
   

  
	
  [Reserved]

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11

  	
   

  
	
   

  	
   

  	
   

  
	
  Note Guarantees

  	
   

  
	
   

  	
   

  
	
  SECTION 11.01.

  	
  Note Guarantees

  	
  61

  
	
  SECTION 11.02.

  	
  Limitation on Liability

  	
  64

  
	
  SECTION 11.03.

  	
  Successors and Assigns

  	
  64

  
	
  SECTION 11.04.

  	
  No Waiver

  	
  64

  
	
  SECTION 11.05.

  	
  Modification

  	
  64

  
	
  SECTION 11.06.

  	
  Execution of Supplemental Indenture for Future Note Guarantors

  	
  65

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 11.07.

  	
  Non-Impairment

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  
	
   

  	
   

  	
   

  
	
  [Reserved]

  	
   

  
	
   

  	
   

  
	
  ARTICLE 13

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  
	
   

  	
   

  
	
  SECTION 13.01.

  	
  Trust Indenture Act Controls

  	
  65

  
	
  SECTION 13.02.

  	
  Notices

  	
  65

  
	
  SECTION 13.03.

  	
  Communication of Holders with Other Holders

  	
  66

  
	
  SECTION 13.04.

  	
  Certificate and Opinion as to Conditions Precedent

  	
  66

  
	
  SECTION 13.05.

  	
  Statements Required in Certificate or Opinion

  	
  66

  
	
  SECTION 13.06.

  	
  When Notes Disregarded

  	
  67

  
	
  SECTION 13.07.

  	
  Rules by Trustee, Paying Agent and Registrar

  	
  67

  
	
  SECTION 13.08.

  	
  Legal Holidays

  	
  67

  
	
  SECTION 13.09.

  	
  Governing Law

  	
  67

  
	
  SECTION 13.10.

  	
  No Recourse Against Others

  	
  67

  
	
  SECTION 13.11.

  	
  Successors

  	
  67

  
	
  SECTION 13.12.

  	
  Multiple Originals

  	
  67

  
	
  SECTION 13.13.

  	
  Table of Contents; Headings

  	
  67

  
	
  SECTION 13.14.

  	
  Force Majeure

  	
  68

  
	
   

  	
   

  	
   

  
	
  Appendix A 

  	
  -

  	
  Provisions Relating to Original Notes, Additional Notes, Private
  Exchange Notes and Exchange Notes 

  	
   

  
	
  Exhibit A

  	
  -

  	
  Form of Initial Note

  	
   

  
	
  Exhibit B

  	
  -

  	
  Form of Exchange Note

  	
   

  
	
  Exhibit C

  	
  -

  	
  Form of Supplemental Indenture

  	
   

  
	
  Exhibit D

  	
  -

  	
  Form of Transferee Letter of Representation

  	
   

  
	
  Exhibit E

  	
  -

  	
  Form of Incumbency Certificate

  	
   

  



 


iv

















 


INDENTURE dated as of June 23, 2008 among Source Interlink
Companies, Inc., a Delaware corporation (the “Company”), Source
Interlink Media, LLC, a Delaware limited liability company, Source Interlink
International, Inc., a Delaware corporation, Source Home Entertainment, Inc.,
a Delaware corporation, Source Mid Atlantic News, LLC, a Delaware limited
liability company, Source Interlink Distribution, LLC, a Delaware limited
liability company, Source - SCN Services, LLC, a Delaware limited liability
company, Source - Chestnut Display Systems, Inc., a Delaware corporation,
The Interlink Companies, Inc., a Delaware corporation, International
Periodical Distributors, Inc., a Nevada corporation, Source Interlink
Manufacturing LLC, a Delaware limited liability company, Source Interlink
Retail Services, LLC, a Delaware limited liability company, Alliance
Entertainment, LLC, a Delaware limited liability company, Directtou, Inc.,
a Delaware corporation, AEC Direct, Inc., a Delaware corporation, RDS Logistics,
LLC, a Delaware limited liability company, Enthusiast Media Subscription
Company, Inc., a Delaware corporation, Motor Trend Auto Shows, Inc.,
a Delaware corporation, Source Interlink Magazines, LLC, a Delaware limited
liability company, and Canoe & Kayak, Inc., a Delaware corporation
(which are, on the Issue Date, the “Note Guarantors”), and HSBC Bank
USA, National Association, as Trustee.


 


Each party
agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) the Company’s 11.25% Senior Notes
due 2015 issued on the date hereof (the “Original Notes”), (b) any
Additional Notes (as defined herein) that may be issued hereinafter (all such
Notes in clauses (a) and (b) being referred to collectively as “Initial
Notes”, unless otherwise provided pursuant to Section 2.01(5)), (c) if
and when issued as provided in a Registration Agreement (as defined in Appendix
A hereto (the “Appendix”)), the Company’s 11.25% Senior Notes due 2015
issued in a Registered Exchange Offer (as defined in the Appendix) in exchange
for any Initial Notes (the “Exchange Notes”) and (d) if and when issued
as provided in a Registration Agreement, the Private Exchange Notes (as defined
in the Appendix, and together with the Initial Notes and any Exchange Notes
issued hereunder, the “Notes”) issued in a Private Exchange (as defined
in the Appendix).  On the date hereof,
$465,000,000 in aggregate principal amount of Original Notes will be initially
issued.  Subject to the conditions and in
compliance with the covenants set forth herein, the Company may issue an
unlimited aggregate principal amount of Additional Notes.


 


ARTICLE 1


 


Definitions
and Incorporation by Reference


 


SECTION 1.01.                           Definitions.


 


“Acquired
Business” means Source Interlink Media and its Subsidiaries.


 


“Acquisition
Agreement” means that certain Stock Purchase Agreement, dated as of May 13,
2007, by and among PRIMEDIA Inc., Consumer Source Inc., a Delaware corporation,
and the Company, together with all disclosure schedules and exhibits thereto.


 


 “Additional Notes” means any Notes
issued under the terms of this Indenture subsequent to the Issue Date (other
than Exchange Notes or Private Exchange Notes issued in exchange for Original
Notes or as otherwise specified by Section 2.01).


 


“Affiliate”
of any specified Person means any other Person, directly or indirectly,
Controlling or Controlled by or under direct or indirect common Control with
such specified Person.


 

















 


For purposes
of Section 4.06 and Section 4.07 only, “Affiliate” shall also mean any
beneficial owner of shares representing 10% or more of the total voting power
of the Voting Stock (on a fully diluted basis) of the Company or of rights or
warrants to purchase such Voting Stock (whether or not currently exercisable)
and any Person who would be an Affiliate of any such beneficial owner pursuant
to the first sentence hereof.


 


“Applicable
Premium” means, with respect to any Note on any Redemption Date, the
excess, if any, of (x) the present value at such Redemption Date of (i) the
redemption price of such Note at July 15, 2012 (each such redemption price
being set forth in the table appearing under paragraph 5 of the Notes), plus
(ii) all required interest payments due on such Note through July 15,
2012 (excluding accrued but unpaid interest to the Redemption Date), computed
using a discount rate equal to the Treasury Rate as of such Redemption Date
plus 50 basis points; over (y) the principal amount of such Note.


 


“Asset
Disposition” means any sale, lease, transfer or other disposition (or series
of related sales, leases, transfers or dispositions) by the Company or any
Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a “disposition”), of (a) any shares of Capital Stock
of a Restricted Subsidiary (other than directors’ qualifying shares or shares
required by applicable law to be held by a Person other than the Company or a
Restricted Subsidiary), (b) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary, or (c) any
other assets of the Company or any Restricted Subsidiary outside of the ordinary
course of business of the Company or such Restricted Subsidiary; other than, in
the case of (a), (b) and (c) above, (i) a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Note Guarantor, (ii) any sale of Capital Stock in, or Indebtedness
or other securities of, an Unrestricted Subsidiary, (iii) transactions
permitted under Section 4.06(a), (iv) an issuance of Capital Stock by
a Restricted Subsidiary of the Company to the Company or to a Restricted
Subsidiary, (v) for purposes of Section 4.06 only, a disposition subject
to Section 4.04, (vi) any Permitted Asset Swap, (vii) any
conversion of the Company’s or a Restricted Subsidiary’s form of business
organization or jurisdiction of organization from one form or jurisdiction to
another, (viii) all Restricted Payments permitted under Section 4.04,
(ix) any liquidation or winding up of a Restricted Subsidiary, and (x) any
disposition of assets with a Fair Market Value of not more than $1,000,000.


 


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


 


“Automotive.com
Earn-Out Obligation” means the earn-out obligation pursuant to the Automotive.com
Stockholders Agreement and the Automotive.com Stock Purchase Agreement.


 


“Automotive.com
Put/Call Option” means the option to purchase, and the right to cause the
sale of, certain shares of issued and outstanding common stock of
Automotive.com not held by Source Interlink Media, as set forth in the
Automotive.com Stockholders Agreement.


 


2

















 


“Automotive.com
Stock Purchase Agreement” means that certain Stock Purchase Agreement dated
as of November 15, 2005 by and among PRIMEDIA Inc., a Delaware corporation,
Automotive.com and each shareholder listed therein.


 


“Automotive.com
Stockholders Agreement” means that certain Automotive.com Stockholders
Agreement dated as of November 15, 2005 by and among PRIMEDIA Inc., a
Delaware corporation, Automotive.com and each holder of common stock listed
therein.


 


“Average Life”
means, as of the date of determination, with respect to any Indebtedness or Preferred
Stock, the quotient obtained by dividing (a) 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 scheduled
redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment, by (b) the sum of all such payments.


 


“Bank
Indebtedness” means any and all amounts payable under or in respect of the
Credit Agreements (including any “New Term Loans” as such term is defined in
the Credit Agreements) and any Refinancing Indebtedness with respect thereto,
as amended from time to time, 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 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.


 


“Board of
Directors” means the Board of Directors of the Company or any committee
thereof duly authorized to act on behalf of the Board of Directors of the
Company.


 


“Business
Day” means each day which is not a Legal Holiday.


 


“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 Obligations” means an obligation that is required to be classified
and accounted for as a capitalized lease for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation 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 upon which such lease may be prepaid by the lessee without payment
of a penalty.


 


“Cash”
means money, currency or a credit balance in any demand or deposit account.


 


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


 


(a)                                  the
Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of
the Exchange Act, proxy, vote, written notice or otherwise) that any Person or “group”
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other
than Yucaipa and/or its Controlled Investment Affiliates (i) shall have acquired



 


3

















 


beneficial ownership of 50% or more on a fully diluted basis of the voting
and/or economic interest in the Capital Stock of the Company or (ii) shall
have obtained the power (whether or not exercised) to elect a majority of the
members of the Board of Directors (or similar governing body) of the Company;


 


(b)                                 at
any time, the majority of the seats (other than vacant seats) on the board of
directors (or similar governing body) of the Company cease to be occupied by
Persons who either (a) were members of the board of directors of the
Company on the Issue Date or (b) were nominated for election by the board
of directors of the Company, a majority of whom were directors on the Issue
Date or whose appointment or nomination for election was previously approved by
a majority of such directors (including by approval of the proxy statement in
which such individual is named as a nominee for director); or


 


(c)                                  the
adoption of a plan relating to the liquidation or dissolution of the Company.


 


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


 


“Company”
means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision
contained herein and required by the TIA, each other obligor on the indenture
securities.


 


“Consolidated
Fixed Charges” means, for any period, the sum, without duplication, of the
amounts determined for the Company and its Subsidiaries on a consolidated basis
equal to (i) Consolidated Interest Expense; (ii) all cash dividend
payments or other distributions (excluding items eliminated in consolidation)
on any series of Preferred Stock during such period; and (iii) all cash
dividend payments or other distributions (excluding items eliminated in
consolidation) on any series of Disqualified Stock made during such period.


 


“Consolidated
Interest Expense” means, for any period, total interest expense (including
that portion attributable to Capitalized Lease Obligations, capitalized
interest, interest in respect of original issue discount and interest imputed
on Attributable Debt) of the Company and its Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of the Company and its
Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and net costs under Interest Rate
Agreements.


 


“Consolidated Net Income” means, for any period, (i) the
net income (or loss) of the Company and its Subsidiaries on a consolidated
basis for such period taken as a single accounting period determined in
conformity with GAAP, minus (to the extent included in (i)) the sum of (ii) (a) the
income (or loss) of any Person (other than a Subsidiary of the Company) in
which any other Person (other than the Company or any of its Subsidiaries) has
a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to the Company or any of its Subsidiaries by such
Person during such period, (b) the income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary of the Company or is merged into or
consolidated with the Company or any of its Subsidiaries or that Person’s
assets are acquired by the Company or any of its Subsidiaries, (c) the
income of any Subsidiary of the Company to the extent that the declaration or
payment of dividends or similar distributions by that Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that 


 


4

















 


Subsidiary, (d) any
after-tax gains or losses attributable to Asset Disposition outside the ordinary
course or returned surplus assets of any Pension Plan, (e) any after-tax
income or loss from discontinued operations and (f) (to the extent not
included in clauses (a) through (e) above) any net extraordinary
gains or net extraordinary losses.


 


“Consolidation”
means the consolidation of the amounts of each of the Restricted Subsidiaries
and Automotive.com with those of the Company in accordance with GAAP consistently
applied; provided, however, that “Consolidation” shall not
include consolidation of the accounts of any Unrestricted Subsidiary (other
than Automotive.com), but the interest of the Company or any Restricted
Subsidiary in an Unrestricted Subsidiary shall be accounted for as an
investment.  The term “Consolidated”
has a correlative meaning.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms “Controlling”
and “Controlled” have meanings correlative thereto.


 


“Controlled
Investment Affiliate” means, as to any Person, any other Person which
directly or indirectly is in Control of, is Controlled by, or is under common
Control with, such Person and is organized by such Person (or any Person
Controlling such Person) primarily for making equity or debt investments in the
Company or other portfolio companies of such Person.


 


“Credit
Agreements” means the Term Loan Agreement and the Revolving Credit Agreement.


 


“Currency
Agreement” means with respect to any Person any foreign exchange contract,
currency swap agreements or other similar agreement or arrangement to which
such Person is a party or of which it is a beneficiary.


 


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


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock which by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable or exercisable) or upon the happening of any event (a) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise, (b) is convertible or exchangeable for Indebtedness or
Disqualified Stock (excluding Capital Stock convertible or exchangeable solely
at the option of the Company or a Restricted Subsidiary; provided that
any such conversion or exchange shall be deemed an Incurrence of Indebtedness
or an issuance of Disqualified Stock, as applicable) or (c) is redeemable
at the option of the holder thereof, in whole or in part, in the case of each
of clauses (a), (b) and (c) on or prior to 91 days after the Stated
Maturity of the Notes; provided, however, that any Capital Stock
that would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an “asset sale” or “change of control”
occurring prior to 91 days after the Stated Maturity of the Notes shall not
constitute Disqualified Stock if the “asset sale” or “change of control”
provisions applicable to such Capital Stock are not more favorable to the
holders of such Capital Stock than the provisions of Sections 4.06 and 4.08; provided,



 


5

















 


however,
that only the portion of Capital Stock which so matures or is mandatorily redeemable,
is so convertible or exchangeable or is so redeemable at the option of the
holder thereof prior to such date shall be deemed to be Disqualified Stock; provided
further, however, that if such Capital Stock is issued to any
employee or to any plan for the benefit of employees of the Company or its
Subsidiaries or by any such plan to such employees, such Capital Stock shall
not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee’s termination, death or
disability; provided  further, however, that Capital Stock
shall not constitute Disqualified Stock if such Capital Stock provides that the
issuer thereof will not redeem any such Capital Stock pursuant to such
provisions prior to the repayment in full of the obligations under the Notes..


 


“Domestic
Subsidiary” means each Restricted Subsidiary of the Company other than a
Foreign Subsidiary.


 


“EBITDA”
means, for any period, an amount determined for the Company and its
Subsidiaries on a consolidated basis equal to:


 


(i)                       the sum, without duplication
(and except with respect to clause (i)(a), to the extent not already added in
the calculation of Consolidated Net Income), of the amounts for such period of:


 


(a)                                  Consolidated Net
Income;


 


(b)                                 Consolidated Interest
Expense;


 


(c)                                  provisions for taxes
based on income;


 


(d)                                 total depreciation
expense;


 


(e)                                  total amortization
expense (including amortization associated with capitalized display rack costs
and the recognition of such costs as a deferred cost asset amortized as contra
revenue);


 


(f)                                    extraordinary or
unusual non-recurring charges, expenses or losses, including, without
limitation, losses and charges from discontinued titles;


 


(g)                                 stock option based
compensation expenses and non-Cash compensation expenses relating to
Automotive.com;


 


(h)                                 cash fees and expenses
incurred in connection with the Transactions;


 


(i)                                     management fees
and expenses permitted to be paid in accordance with Section 4.07;


 


(j)                                     non-recurring
restructuring, severance, relocation, facility closure and integration costs in
connection with (i) the Transactions and certain acquisitions 


 


6

















 


consummated prior to the Issue
Date and (ii) other transactions permitted under this Indenture; provided
that with respect to clause (ii), (A) such costs shall be in an amount not
to exceed ten percent (10%) of EBITDA for such period (as determined prior to
giving effect to any amount added to Net Income in calculating EBITDA for such
period pursuant to this clause (j)), and (B) the Company shall have
delivered to the Trustee an Officers’ Certificate specifying and quantifying
such cost and stating that such cost is a non-recurring restructuring, severance,
reduction, facility closure or integration cost in connection with the Transactions
or such transaction permitted under Section 5.01, as the case may be;


 


(k)                                  other non-Cash
charges, expense or losses reducing Consolidated Net Income including, but not
limited to, non-Cash impairment charges, non-Cash charges relating to the
conversion of any customer to Scan-Based Trading and charges or adjustments
arising from subscriptions sold by Source Interlink Media prior to the Issue
Date (excluding any such non-Cash charge, expense or loss to the extent that it
represents an accrual or reserve for potential Cash expenses in any future
period or amortization of a prepaid Cash expense that was paid in a prior period);
and


 


(l)                                     non-interest
losses from any Hedge Agreements,


minus


 


(ii)                                  the
sum, without duplication (and to the extent not already deducted in the calculations
of Consolidated Net Income), of the amounts for such period of:


 


(a)                                  interest income;


 


(b)                                 any credit for income
tax;


 


(c)                                  gains or income from
extraordinary, unusual or non-recurring items for such period including gains
recognized in connection with the sale of any assets outside the ordinary
course of business;


 


(d)                                 other non-Cash items
increasing Consolidated Net Income for such period (excluding any such non-Cash
item to the extent it represents the reversal of an accrual or reserve for
potential Cash items in any prior period) (other than the accrual of revenue in
the ordinary course); and


 


(e)                                  non-interest
gains from any Currency Agreement or Interest Rate Agreement.


 


“Equity
Offering” means any public or private sale of Capital Stock of the Company
or (to the extent the net cash proceeds thereof are contributed to the Company)
any of its direct or indirect parent companies (excluding Disqualified Stock),
other than:


 


(1)                                  public
offerings with respect to the Company’s or any direct or indirect parent entity’s
common stock registered on Form S-4 or Form S-8;


 


7
















 


(2)                                  issuances
to any Subsidiary of the Company; and


 


(3)                                  any
offering of common stock or Preferred Stock issued in connection with a
transaction that constitutes a Change of Control.


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Fair
Market Value” means, with respect to any asset or property, the price which
could be negotiated in an arm’s-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction.  For purposes of Section 4.04(a)(3) and
the definition of “Permitted Asset Swap,” the Fair Market Value of property or
assets other than cash which involves (i) an aggregate amount in excess of
$10.0 million, shall be set forth in a resolution approved by at least a
majority of the Board of Directors and (ii) an aggregate amount in excess
of $20.0 million, shall have been determined in writing by a nationally
recognized appraisal or investment banking firm.  For all other purposes of this Indenture,
Fair Market Value shall be determined in good faith by the Board of Directors,
whose determination shall be conclusive and evidenced by a resolution of the
Board of Directors.


 


“Fiscal
Quarter” means a fiscal quarter of any Fiscal Year.


 


“Fiscal
Year” means the fiscal year of the Company and its Subsidiaries ending on January 31
of each calendar year or such other date as the Board of Directors may
otherwise determine in good faith.


 


“Fixed
Charge Coverage Ratio”
means, for any period, the ratio of (i) EBITDA for such period to (ii) the
Consolidated Fixed Charges for such period. 
In the event that the Company or any Restricted Subsidiary incurs,
assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other
than Indebtedness incurred under any revolving credit facility that has been
permanently repaid and has not been replaced) or issues or redeems Disqualified
Stock or Preferred Stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated but prior to or
simultaneously with the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, guarantee, redemption, retirement or
extinguishing of Indebtedness, or such issuance or redemption of Disqualified
Stock or Preferred Stock, as if the same had occurred at the beginning of the
applicable four-quarter period (the “reference period”).


 


For purposes of making the
computation referred to above, Investments, acquisitions, dispositions,
mergers, consolidations and disposed operations (as determined in accordance
with GAAP) that have been made by the Company or any Subsidiary during the
four-quarter reference period or subsequent to such reference period and on or
prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (and the change
in any associated fixed charges and the change in EBITDA resulting therefrom)
had occurred on the first day of the reference period.  If since the beginning of such period any
Person (that subsequently became a Subsidiary or was merged with or into the
Company or any Subsidiary since the beginning of such period) shall have made
any Investment, acquisition, disposition, merger, consolidation or disposed
operation that would have required adjustment pursuant to this 


 


8

















 


definition, then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma
effect thereto for such period as if such Investment, acquisition, disposition,
merger, consolidation or disposed operation had occurred at the beginning of
the reference period.


 


For purposes of this
definition, whenever pro forma
effect is to be given to a transaction, the pro forma
calculations shall be made in good faith by a responsible financial or accounting
officer of the Company and, for any fiscal period ending on or prior to the
first anniversary of an asset acquisition, asset disposition, discontinued
operation or operational change, may include adjustments to reflect operating
expense reductions and other operating improvements or synergies reasonably
expected to result from such asset acquisition, asset disposition, discontinued
operation or operational change; for purposes of determining compliance with
the Fixed Charge Coverage Ratio and achievement of other financial measures
provided for herein, such adjustments may reflect additional operating expense
reductions and other additional operating improvements and synergies that would
not be includable in pro forma
financial statements prepared in accordance with Regulation S-X but for which
substantially all of the steps necessary for the realization thereof have been
taken or are reasonably anticipated by the Company to be taken in the next
12-month period following the consummation thereof and are estimated on a good
faith basis by the Company; provided, however,
(i) that the pro forma effect of all such adjustments
arising out of the Transactions and certain acquisitions consummated prior to
the Issue Date have been fully reflected in the stipulated amounts for such
Fiscal Quarters set forth in the definition of “EBITDA” and no such further adjustment
in respect of such transactions shall be made pursuant to this paragraph and (ii) that
the aggregate amount of any such adjustments other than in respect of the
Transactions and such transactions described in clause (i) above shall not
exceed five percent (5%) of EBITDA of the Company in any reference period.  The Company shall deliver to the Trustee a
certificate of a Financial Officer of the Company setting forth such
demonstrable or additional operating expense reductions and other operating
improvements or synergies and information and calculations supporting them in
reasonable detail.


 


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


 


“Foreign
Subsidiary” means each Restricted Subsidiary of the Company that is organized
under the laws of any country other than the United States, any State thereof,
the District of Columbia, or any territory thereof.


 


“GAAP”
means generally accepted accounting principles in the United States as in
effect as of the Issue Date, including those set forth in (a) the opinions
and pronouncements of 


 


9

















 


the Accounting
Principles Board of the American Institute of Certified Public Accountants, (b) statements
and pronouncements of the Financial Accounting Standards Board, (c) such
other statements by such other entities as approved by a significant segment of
the accounting profession and (d) unless otherwise indicated, all ratios
and computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation 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 (b) 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 deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a
corresponding meaning.  The term “Guarantor”
shall mean any Person Guaranteeing any obligation.


 


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


 


“Holder”
means the Person in whose name a Note is registered on the Registrar’s books.


 


“Incur”
means issue, assume, Guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at
the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Person at the
time it becomes a Subsidiary.  The term “Incurrence”
when used as a noun shall have a correlative meaning.  The accretion of principal of a non-interest
bearing or other discount security shall not be deemed the Incurrence of
Indebtedness.


 


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


 


(a)                                  the
principal of and premium (if any) in respect of Indebtedness of such Person for
borrowed money;


 


(b)                                 the
principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;


 


(c)                                  all
obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect thereto);


 


(d)                                 all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services (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 or the completion of such services;


 


10

















 


(e)                                  all
Capitalized Lease Obligations and all Attributable Debt of such Person;


 


(f)                                    the
amount 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 of such Person that is not a Note Guarantor, any Preferred Stock
(but excluding, in each case, any accrued dividends);


 


(g)                                 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 Indebtedness of such Person shall be the lesser of (i) the
Fair Market Value of such asset at such date of determination and (ii) the
amount of such Indebtedness of such other Persons;


 


(h)                                 to
the extent not otherwise included in this definition, Hedging Obligations of
such Person;


 


(i)                                     to
the extent not otherwise included, the amount then outstanding (i.e., advanced,
and received by, and available for use by, such Person) under any receivables financing
(as set forth in the books and records of such Person and confirmed by the
agent, trustee or other representative of the institution or group providing
such receivables financing); and


 


(j)                                     all
obligations of the type referred to in clauses (a) through (i) of
other Persons and all dividends of other Persons for the payment of which, in
either case, such Person is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise, including by means of any Guarantee.


 


The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.  Notwithstanding the foregoing, the
Automotive.com Earn-Out Obligation and any obligations related to the
Automotive.com Put/Call Option shall not be deemed Indebtedness.


 


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


 


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


 


“Investment”
in any Person means any direct or indirect advance, loan (other than advances
to customers in the ordinary course of business that are recorded as accounts
receivable on the balance sheet of the lender) or other extension of credit
(including by way of Guarantee or similar arrangement) 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; provided that (a) Hedging Obligations entered into
in the ordinary course of business and in compliance with this Indenture, (b) endorsements
of negotiable instruments and 


 


11

















 


documents in
the ordinary course of business and (c) an acquisition of assets, Capital
Stock or other securities by the Company for consideration consisting
exclusively of Capital Stock (other than Disqualified Stock) of the Company
shall not be deemed to be an Investment. 
For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:


 


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


 


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


 


(ii)                                  the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the Fair
Market Value of the net assets of such Subsidiary at the time of such redesignation;
and


 


(b)                                 any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its Fair Market value at the time of such transfer.


 


“Issue Date”
means June 26, 2008.


 


“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).


 


“Liquidated
Damages” means any liquidated damages payable under a Registration
Agreement.


 


“Net
Available Cash” from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise and proceeds from the
sale or other disposition of any securities received as consideration, but only
as and when received, but excluding any other consideration received in the
form of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset
Disposition or received in any other noncash form) therefrom, in each case net
of (a) all legal, 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, as a
consequence of such Asset Disposition, (b) 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 or other security agreement of
any kind with respect to such assets, or which must by its terms, or in order
to obtain a necessary consent to such Asset Disposition, or by applicable law
be repaid out of the proceeds from such Asset Disposition, (c) 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 (d) appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the property or
other assets disposed 


 


12

















 


of in such
Asset Disposition and retained by the Company or any Restricted Subsidiary
after such Asset Disposition.


 


“Net Cash
Proceeds”, with respect to any issuance or sale of Capital Stock, means the
cash proceeds of such issuance or sale net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees actually Incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof.


 


“Note
Guarantee” means each Guarantee of the obligations with respect to the
Notes issued by any Person pursuant to the terms of this Indenture.


 


“Note
Guarantor” means any Person that has issued a Note Guarantee.


 


“Notes”
means the Notes issued under this Indenture.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the Chief
Financial Officer, the President, any Senior Vice President, the Treasurer or
the Secretary of the Company.  An “Officer”
of a Note Guarantor has a correlative meaning and shall include an Officer of
its member (in the case of a limited liability company) and any Vice President.


 


“Officers’
Certificate” means a certificate signed by two Officers.


 


“Opinion of
Counsel” means a written opinion from legal counsel who is acceptable to
the Trustee.  The counsel may be an
employee of or counsel to the Company or a Note Guarantor, as applicable, or
the Trustee.


 


“Pension
Plan” means any Employee Benefit Plan, other than a Multiemployer Plan,
which is subject to Section 412 of the Code or Section 302 of ERISA.


 


“Permitted
Asset Swap” means any transfer of property or assets by the Company or any
of its Subsidiaries in which at least 90% of the consideration received by the
transferor consists of properties or assets (other than cash) that will be used
in a Permitted Business; provided that the aggregate Fair Market Value
of all such property or assets being transferred by the Company or such
Subsidiary since the Issue Date (x) shall not exceed $25,000,000 in the
aggregate and (y) is not greater than the aggregate Fair Market Value of
the property or assets received by the Company or such Subsidiary in such
exchange; provided  further that such Fair Market Value of the
property or assets being transferred or received by the Company or such
Subsidiary shall be made in good faith by management of the Company.


 


“Permitted
Business” means any business engaged in by the Company or any Restricted
Subsidiary on the Issue Date and any Related Business.


 


“Permitted
Holders” means Yucaipa and its affiliates (other than any other portfolio
company thereof).


 


“Permitted
Investment” means


 


(a)                                  an
Investment by the Company or any Restricted Subsidiary in the Company, a
Restricted Subsidiary or a Person that will, upon the making of such
Investment, 


 


13

















 


become a Restricted Subsidiary; provided, however, that
the primary business of such Person is a Permitted Business;


 


(b)                                 an
Investment by the Company or any Restricted Subsidiary in 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; provided, however, that such
Person’s primary business is a Permitted Business;


 


(c)                                  an
Investment by the Company or any Restricted Subsidiary in Temporary Cash
Investments;


 


(d)                                 receivables
owing to the Company or any Restricted Subsidiary if 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;


 


(e)                                  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;


 


(f)                                    loans
or advances to employees of the Company or such Restricted Subsidiary made in
the ordinary course of business not exceeding $2.5 million in the aggregate outstanding
at any time;


 


(g)                                 an
Investment by the Company or any Restricted Subsidiary in stock, obligations or
securities received (i) in satisfaction or partial satisfaction of the
obligations of financially troubled account debtors and (ii) 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;


 


(h)                                 an
Investment by the Company or any Restricted Subsidiary in any Person to the
extent such Investment represents the noncash portion of the consideration
received for an Asset Disposition that was made pursuant to and in compliance
with Section 4.06;


 


(i)                                     any
Investment existing on the Issue Date;


 


(j)                                     Guarantees
(including the Note Guarantees) of Indebtedness permitted under this Indenture;


 


(k)                                  without
duplication, any Investment in any Person, the amount of which, together with
all other Investments in other Persons made pursuant to this clause (k) does
not exceed $30.0 million in the aggregate at any time outstanding;


 


(l)                                     payments
to Automotive.com pursuant to the Automotive.com Stock Purchase Agreement, any
acquisition of Automotive.com Capital Stock pursuant to, or on terms no less
favorable than, the Automotive.com Stockholders Agreement or the Automotive.com
Stock Purchase Agreement, in each case, as in effect on the Issue Date, and 


 


14

















 


any Automotive.com Earn-Out Obligation, to the extent such payments may
be deemed Investments after giving effect to the Automotive.com Put/Call
Option;


 


(m)                               prepaid
royalties to content providers in the ordinary course of business, to the
extent such amounts may be characterized as Investments;


 


(n)                                 an
Investment by the Company or any Restricted Subsidiary (i) in any securities
received in satisfaction or partial satisfaction of the obligations of
financially troubled account debtors and (ii) deposits, prepayments and
other credits to suppliers made in the ordinary course of business consistent
with the past practices of the Company and its Subsidiaries;


 


(o)                                 intercompany
loans and Hedging Obligations permitted under Section 4.03; and


 


(p)                                 any
Investment by the Company or any of its Restricted Subsidiaries in an
Unrestricted Subsidiary or a Person engaged in a Similar Business in an
aggregate principal amount, taken together with all other Investments made
pursuant to this clause (p) that are at that time outstanding, not to
exceed $25.0 million; provided, however, that if any Investment
pursuant to this clause (p) is made in any Person that is not a Restricted
Subsidiary of the Company at the date of the making of such Investment and such
Person becomes a Restricted Subsidiary of the Company after such date, such
Investment shall thereafter be deemed to have been made pursuant to clause (a) above
and shall cease to have been made pursuant to this clause (p) for so long
as such Person continues to be a Restricted Subsidiary.


 


“Permitted
Liens” means the following types of Liens:


 


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


 


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


 


(c)                                  Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, including any Lien securing letters of credit issued in the ordinary
course of business consistent with past practice in connection therewith, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment
of borrowed money);


 


(d)                                 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 


 


15

















 


initiated for the review of such judgment shall not have been finally
terminated or the period within which such proceedings may be initiated shall
not have expired;


 


(e)                                  easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in
respect of real property not interfering in any material respect with the
ordinary conduct of the business of the Company or any of its Restricted
Subsidiaries;


 


(f)                                    any
interest or title of a lessor under any Capitalized Lease Obligation; provided
that such Liens do not extend to any property or asset which is not leased property
subject to such Capitalized Lease Obligation;


 


(g)                                 Liens
securing Purchase Money Indebtedness incurred in the ordinary course of
business; provided, however, that (x) such Purchase Money
Indebtedness shall not exceed the purchase price or other cost of such property
or equipment and shall not be secured by any property or equipment of the
Company or any Restricted Subsidiary of the Company other than the property and
equipment so acquired and (y) the Lien securing such Purchase Money
Indebtedness shall be created within 90 days of such acquisition;


 


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


 


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


 


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


 


(k)                                  Liens
securing Interest Rate Agreements which relate to Indebtedness that is otherwise
permitted under this Indenture;


 


(l)                                     Liens
securing Indebtedness under Currency Agreements;


 


(m)                               Liens
securing Acquired Indebtedness incurred in accordance with Section 4.03; provided
that


 


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


 


(ii)                                  such Liens do not
extend to or cover any property or assets of the Company or of any of its
Restricted Subsidiaries other than the property or assets that secured the
Acquired Indebtedness prior to the time such Indebtedness became Acquired
Indebtedness of the Company or a Restricted Subsidiary of the 


 


16

















 


Company and
are no more favorable to the lienholders than those securing the Acquired
Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company
or a Restricted Subsidiary of the Company;


 


(n)                                 Liens
on assets of a Restricted Subsidiary of the Company that is not a Guarantor to
secure Indebtedness of such Restricted Subsidiary that is otherwise permitted
under this Indenture;


 


(o)                                 leases,
subleases, licenses and sublicenses granted to others that do not materially
interfere with the ordinary course of business of the Company and its Restricted
Subsidiaries;


 


(p)                                 banker’s
Liens, rights of setoff and similar Liens with respect to Cash and Cash Equivalents
on deposit in one or more bank accounts in the ordinary course of business;


 


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


 


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


 


(s)                                  other
Liens securing obligations incurred in the ordinary course of business which
obligations do not exceed $5.0 million at any one time outstanding.


 


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


 


“Preferred
Stock”, as applied to the Capital Stock of any Person, means 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 Person, over shares of Capital
Stock of any other class of such Person.


 


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


 


“Purchase”
means the acquisition by the Company of the Acquired Business pursuant to the Acquisition
Agreement.


 


“Purchase
Money Indebtedness” means Indebtedness (a) consisting of the deferred
purchase price of an asset, conditional sale obligations, obligations under any
title retention agreement and other purchase money obligations, in each case
where the maturity of such Indebtedness does not exceed the anticipated useful
life of the asset being financed, and (b) incurred to finance the
acquisition by the Company or a Restricted Subsidiary of such asset, including
additions and improvements; provided, however, that such
Indebtedness is Incurred within 180 days after the acquisition by the Company
or such Restricted Subsidiary of such asset.


 


“Redemption
Date” has the meaning set forth under paragraph 5 of the Notes.


 


17
















 


“Refinance”
means, in respect of any Indebtedness, to refinance, extend, renew, refund,
repay, prepay, redeem, defease or retire, or to issue other Indebtedness in
exchange or replacement for, such Indebtedness. 
“Refinanced” and “Refinancing” shall have correlative
meanings.


 


“Refinancing
Indebtedness” means Indebtedness that is Incurred to refund, refinance,
replace, renew, repay or extend (including pursuant to any defeasance or
discharge mechanism) any Indebtedness of the Company or any Restricted Subsidiary
existing on the Issue Date or Incurred in compliance with this Indenture,
including Indebtedness of the Company that Refinances Refinancing Indebtedness;
provided, however, that (a) the Refinancing Indebtedness has
a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being
Refinanced, (b) the Refinancing Indebtedness has an Average Life at the
time such Refinancing Indebtedness is Incurred that is equal to or greater than
the remaining Average Life of the Indebtedness being Refinanced, (c) 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 aggregate principal amount (or if issued with original
issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being Refinanced and (d) if the Indebtedness being Refinanced
is subordinated in right of payment to the Notes, such Refinancing Indebtedness
is subordinated in right of payment to the Notes at least to the same extent as
the Indebtedness being Refinanced; provided  further, however,
that Refinancing Indebtedness shall not include (i) Indebtedness of a
Restricted Subsidiary other than a Note Guarantor that Refinances Indebtedness
of the Company or (ii) Indebtedness of the Company or a Restricted
Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.


 


“Related
Business” means any business related ancillary or complementary to the
businesses of the Company and the Restricted Subsidiaries on the Issue Date.


 


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


 


“Revolving
Credit Agreement” means that certain Revolving Credit Agreement, dated as
of August 1, 2007, among the Company, the guarantors party thereto,
Citicorp North America, Inc., as administrative agent, Citicorp North
America, Inc., as collateral agent, the financial institutions party
thereto and JPMorgan Chase Bank, N.A., as syndication agent, and Wachovia Bank,
National Association and Wells Fargo Foothill, Inc., as co-documentation
agents, together with any agreements or instruments entered into from time to
time in connection with any refinancing, restatement, replacement or refunding,
in whole or in part, of the obligations incurred thereunder.


 


“Sale/Leaseback
Transaction” means an arrangement relating to property now owned or hereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or
such Restricted Subsidiary leases it from such Person, other than leases
between the Company and a Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries.


 


“Scan-Based
Trading” means an arrangement between a distributor and a retailer whereby
goods are delivered by the distributor to the retailer and the retailer is
under no obligation to pay for any such goods until such time as a retail
customer purchases such goods from the retailer or such goods are not timely returned
to the distributor.


 


18

















 


“SEC”
means the Securities and Exchange Commission (or any successor or replacement
entity).


 


“Secured
Indebtedness” means any Indebtedness of the Company secured by a Lien.  “Secured Indebtedness” of a Note Guarantor
has a correlative meaning.


 


“Securities
Act” means the Securities Act of 1933.


 


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


 


“Source
Interlink Media” means Source Interlink Media, LLC, a Delaware limited
liability company.


 


“Stated
Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the final payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any contingency
beyond the control of the issuer unless such contingency has occurred).


 


“Subordinated
Obligation” means any Indebtedness of the Company (whether outstanding on
the Issue Date or thereafter Incurred) that is subordinate or junior in right
of payment to the Notes.  “Subordinated
Obligation” of a Note Guarantor has a correlative meaning.


 


“Subsidiary”
of any Person means any corporation, association, partnership or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock or other interests (including partnership 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 (a) such Person, (b) such Person and one
or more Subsidiaries of such Person or (c) one or more Subsidiaries of
such Person; provided that, until the exercise of the Automotive.com
Put/Call Option and the closing of the share purchase pursuant thereto or other
acquisition of the Automotive.com Capital Stock not held by the Company on the
Issue Date, Automotive.com shall only be deemed a “Subsidiary” for purposes of
the definitions of “Consolidated Fixed Charges”, “Consolidated Interest Expense”,
“Consolidated Net Income” and “EBITDA”.


 


“Temporary
Cash Investments” means any of the following:  (a) any investment in direct obligations
of the United States or any agency thereof or obligations Guaranteed by the
United States or any agency thereof, (b) investments in time deposit
accounts, certificates of deposit and money market deposits maturing within one
year of the date of acquisition thereof issued by a bank or trust company that
is organized under the laws of the United States, any state thereof or any
foreign country recognized by the United States having capital, surplus and undivided
profits aggregating in excess of $250.0 million (or the foreign currency
equivalent thereof) and whose long-term debt is rated “A” (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 438 under the Securities Act), (c) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (a) above entered into with a bank meeting
the qualifications described in clause (b) above, (d) investments in
commercial paper, maturing not more than one 


 


19

















 


year after the
date of acquisition, issued by a Person (other than an Affiliate of the
Company) organized and in existence under the laws of the United States or any
foreign country recognized by the United States with a rating at the time as of
which any investment therein is made of “P-1” (or higher) according to Moody’s
Investors Service, Inc. or “A-1” (or higher) according to Standard and
Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. (“S&P”),
and (e) investments in securities with maturities of one year or less from
the date of acquisition issued or fully guaranteed by any state, commonwealth
or territory of the United States, or by any political subdivision or taxing
authority thereof, and rated at least “A” by S&P or “A” by Moody’s
Investors Service, Inc.


 


“Term Loan
Agreement” means that certain Term Loan Agreement, dated as of August 1,
2007, among the Company, the guarantors party thereto, Citicorp North America, Inc.,
as administrative agent, Citicorp North America, Inc., as collateral
agent, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as
syndication agent, and Citigroup Global Markets Inc., as lead arranger and
bookrunner, together with any agreements or instruments entered into from time
to time in connection with any refinancing, restatement, replacement or refunding,
in whole or in part, of the obligations incurred thereunder.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in
effect on the Issue Date, except as provided by Section 9.03.


 


“Trade Payables”
means, with respect to any Person, any accounts payable or any Indebtedness or
monetary obligation to trade creditors created, assumed or Guaranteed by such
Person arising in the ordinary course of business in connection with the
acquisition of goods or services.


 


“Transactions”
means the Purchase, the Refinancing (as such term is defined in the Credit
Agreements), the initial borrowings under the Credit Agreements, and the
payments of fees, commissions and expenses in connection with each of the foregoing.


 


“Treasury
Rate” means, as of the applicable Redemption Date, the yield to maturity as
of such Redemption Date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to such Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data))
most nearly equal to the period from such Redemption Date to July 15,
2012; provided, however, that if the period from such redemption
date to July 15, 2012 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used.


 


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


 


“Trust
Officer” means any officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.


 


“Uniform
Commercial Code” means the New York Uniform Commercial Code as in effect
from time to time.


 


20

















 


“Unrestricted
Subsidiary” means (a) any Subsidiary of the Company that at the time
of determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below and (b) any Subsidiary of an
Unrestricted Subsidiary.  The Board of
Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary of the Company) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company
or any Restricted Subsidiary; provided, however, that either (i) the
Subsidiary to be so designated has total Consolidated assets of $1,000 or less
or (ii) if such Subsidiary has Consolidated assets greater than $1,000,
then such designation would be permitted under Section 4.04.  The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however,
that immediately after giving effect to such designation (1) the Company
could Incur $1.00 of additional Indebtedness under Section 4.03(a) and
(2) no Default shall have occurred and be continuing.  Any such designation of a Subsidiary as a Restricted
Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the foregoing
provisions.


 


“U.S.
Government Obligations” means direct obligations (or certificates representing
an ownership interest in such obligations) of the United States (including any
agency or instrumentality thereof) for the payment of which the full faith and
credit of the United States is pledged and which are not callable or redeemable
at the issuer’s option.


 


“Voting
Stock” of a Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.


 


“Wholly
Owned Subsidiary” means a Restricted Subsidiary of the Company all the
Capital Stock of which (other than directors’ qualifying shares) is owned by
the Company and/or one or more Wholly Owned Subsidiaries.


 


“Yucaipa”
means The Yucaipa Companies LLC, a Delaware limited liability company.


 


SECTION 1.02.                           Other
Definitions.


 


	
  Term

  	
   

  	
  Defined

  in Section

  
	
   

  	
   

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  4.07(a)

  
	
  “Appendix”

  	
   

  	
  Preamble

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  
	
  “Change of Control Offer”

  	
   

  	
  4.08(b)

  
	
  “covenant defeasance option”

  	
   

  	
  8.01(b)

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Definitive Note”

  	
   

  	
  Appendix

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Exchange Notes”

  	
   

  	
  Preamble

  



 


21

















 


	
  Term

  	
   

  	
  Defined

  in Section

  
	
   

  	
   

  	
   

  
	
  “Exchange Offer Registration Statement”

  	
   

  	
  Appendix

  
	
  “Global Notes”

  	
   

  	
  Appendix

  
	
  “Guaranteed Obligations”

  	
   

  	
  11.01

  
	
  “incorporated provision”

  	
   

  	
  13.01

  
	
  “Initial Notes”

  	
   

  	
  Preamble

  
	
  “legal defeasance option”

  	
   

  	
  8.01(b)

  
	
  “Legal Holiday”

  	
   

  	
  13.08

  
	
  “Liquidated Damages Notice”

  	
   

  	
  4.15

  
	
  “Net Proceeds Offer”

  	
   

  	
  4.06(b)

  
	
  “Net Proceeds Offer Amount”

  	
   

  	
  4.06(b)

  
	
  “Net Proceeds Offer Payment Date”

  	
   

  	
  4.06(b)

  
	
  “Net Proceeds Offer Trigger Date”

  	
   

  	
  4.06(b)

  
	
  “Original Notes”

  	
   

  	
  Preamble

  
	
  “Paying Agent”

  	
   

  	
  2.04

  
	
  “Private Exchange”

  	
   

  	
  Appendix

  
	
  “Private Exchange Notes”

  	
   

  	
  Appendix

  
	
  “protected purchaser”

  	
   

  	
  2.08

  
	
  “Registered Exchange Offer”

  	
   

  	
  Appendix

  
	
  “Registrar”

  	
   

  	
  2.04

  
	
  “Registration Agreement”

  	
   

  	
  Appendix

  
	
  “Replacement Assets”

  	
   

  	
  4.06(a)

  
	
  “Restricted Investments”

  	
   

  	
  4.04(a)(3)(D)

  
	
  “Restricted Payment”

  	
   

  	
  4.04(a)

  
	
  “Successor Company”

  	
   

  	
  5.01(a)

  
	
  “Transfer Restricted Notes”

  	
   

  	
  Appendix

  



 


SECTION 1.03.                           Incorporation
by Reference of Trust Indenture Act. 
This Indenture is subject to the mandatory provisions of the TIA, which
are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following
meanings:


 


“Commission”
means the SEC.


 


“indenture
securities” means the Notes and the Note Guarantees.


 


“indenture
security holder” means a Holder.


 


“indenture
to be qualified” means this Indenture.


 


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


 


“obligor”
on the indenture securities means the Company, the Note Guarantors and any
other obligor on the indenture securities.


 


22

















 


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


 


SECTION 1.04.                           Rules of
Construction.  Unless the context
otherwise requires:


 


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


 


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


 


(3)                                  “or”
is not exclusive;


 


(4)                                  “including”
means including without limitation;


 


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


 


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


 


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


 


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


 


ARTICLE
2


 


The
Notes


 


SECTION 2.01.                           Amount
of Notes; Issuable in Series.  The
aggregate principal amount of Original Notes which may be authenticated and
delivered under this Indenture on the Issue Date is $465,000,000.  Subject to the terms of this Indenture, the
aggregate principal amount of Notes which may be authenticated and delivered
under this Indenture after the Issue Date shall not be limited.  The Notes may be issued in one or more
series.  THE TERMS OF EACH SERIES SHALL
BE IDENTICAL, EXCEPT AS SET FORTH IN THIS SECTION 2.01.  All Notes of any one series shall be
substantially identical except as to denomination.


 


With respect
to any Additional Notes issued after the Issue Date (except for Notes authenticated
and delivered upon registration of transfer of, or in replacement or exchange
for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10
or 3.06 or the Appendix), there shall be (a) established in or pursuant to
a resolution of the Board of Directors of the Company and (b) (i) set
forth or determined in the manner provided in an Officers’ Certificate or (ii) established
in one or more indentures supplemental hereto, prior to the issuance of such
Additional Notes:


 


23

















 


(1)                                  whether
such Additional Notes shall be issued as part of a new or existing series of
Notes and the title of such Additional Notes (which shall distinguish the Additional
Notes of the series from Notes of any other series);


 


(2)                                  the
aggregate principal amount of such Additional Notes that may be authenticated
and delivered under this Indenture on the date such Additional Notes are issued;


 


(3)                                  the
issue price and date of such Additional Notes are issued, including the date
from which interest on such Additional Notes shall accrue;


 


(4)                                  if
applicable, that such Additional Notes shall be issuable in whole or in part in
the form of one or more Global Notes and, in such case, the respective depositaries
for such Global Notes, the form of any legend or legends which shall be borne
by such Global Notes in addition to or in lieu of those set forth in Exhibit A
hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3
of the Appendix in which any such Global Note may be exchanged in whole or in
part for Additional Notes registered, or any transfer of such Global Note in
whole or in part may be registered, in the name or names of Persons other than
the depositary for such Global Note or a nominee thereof; and


 


(5)                                  if
applicable, that such Additional Notes shall not be issued in the form of Initial
Notes as set forth in Exhibit A, but shall be issued in the form of
Exchange Notes as set forth in Exhibit B.


 


If any of the
terms of any Additional Notes are established by action taken pursuant to resolutions
of the Board of Directors of the Company, a copy of an appropriate record of
such action shall be certified by the Secretary or any Assistant Secretary of
the Company and delivered to the Trustee at or prior to or with the delivery of
the Officers’ Certificate or the indenture supplemental hereto setting forth
the terms of the Additional Notes.


 


SECTION 2.02.                           Form and
Dating.  Provisions relating to the
Original Notes, the Additional Notes, the Private Exchange Notes and the
Exchange Notes are set forth in the Appendix, which is hereby incorporated in
and expressly made a part of this Indenture. 
The (a) Original Notes and the Trustee’s certificate of
authentication, (b) Private Exchange Notes and the Trustee’s certificate
of authentication and (c) any Additional Notes (if issued as Transfer Restricted
Notes) and the Trustee’s certificate of authentication shall each be
substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture.  Appropriate changes may be made to the form
of any Additional Note issued as a Transfer Restricted Note in order to
properly describe any related Registration Agreement.  The Exchange Notes and any Additional Notes
issued other than as Transfer Restricted Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit B
hereto, which is hereby incorporated in and expressly made a part of this
indenture.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company or any Note Guarantor is subject, if any, or usage (provided
that any such notation, legend or endorsement is in a form acceptable to the
Company).  Each Note shall be dated the
date of its authentication.  The Notes
shall be issuable only in registered form without interest coupons and only in
denominations of $2,000 and any integral multiple of $1,000.


 


24

















 


SECTION 2.03.                           Execution
and Authentication.  One Officer
shall sign the Notes for the Company by manual or facsimile signature.


 


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


 


A Note shall
not be valid until an authorized officer or authorized signatory of the Trustee
manually signs the certificate of authentication on the Note.  The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee
shall authenticate and make available for delivery Notes as set forth in the
Appendix.


 


The Trustee
may appoint an authenticating agent reasonably acceptable to the Company to authenticate
the Notes.  Any such appointment shall be
evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished
to the Company.  Unless limited by the
terms of such appointment, an authenticating agent may authenticate Notes
whenever the Trustee may do so.  Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An
authenticating agent has the same rights as any Registrar, Paying Agent or
agent for service of notices and demands.


 


SECTION 2.04.                           Registrar
and Paying Agent.  The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the “Registrar”) and an office or agency where
Notes may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the
Notes and of their transfer and exchange. 
The Company may have one or more co-registrars and one or more
additional paying agents.  The term “Paying
Agent” includes any additional paying agent, and the term “Registrar” includes
any co-registrars.  The Company initially
appoints the Trustee’s corporate trust office at 452 Fifth Avenue, New York,
New York 10018 as (a) Registrar and Paying Agent in connection with the
Notes and (b) the Notes Custodian (as defined in the Appendix) with
respect to the Global Notes (as defined in the Appendix).


 


The Company
shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture, which shall incorporate the terms of the
TIA.  The agreement shall implement the
provisions of this Indenture that relate to such agent.  The Company shall notify the Trustee of the
name and address of any such agent.  If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such and shall be entitled to appropriate compensation therefor pursuant
to Section 7.07.  The Company or any
of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent
or Registrar.


 


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


 


25

















 


SECTION 2.05.                           Paying
Agent To Hold Money in Trust.  On or
prior to each due date of the principal and interest on any Note, the Company
shall deposit with the Paying Agent (or if the Company or a Subsidiary is
acting as Paying Agent, segregate and hold in trust for the benefit of the
Persons entitled thereto) a sum sufficient to pay such principal and interest
when so becoming due.  The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal of or interest on
the Notes and shall notify the Trustee of any default by the Company in making
any such payment, and shall at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent. 
If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay such
principal and interest when so becoming due. 
The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by the Paying
Agent.  Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.


 


SECTION 2.06.                           Holder
Lists.  The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders. 
If the Trustee is not the Registrar, the Company shall furnish, or cause
the Registrar to furnish, to the Trustee, in writing at least three Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders.


 


SECTION 2.07.                           Transfer
and Exchange.  The Notes shall be
issued in registered form and shall be transferable only upon the surrender of
a Note for registration of transfer and in compliance with the Appendix.  When a Note is presented to the Registrar
with a request to register a transfer, the Registrar shall register the
transfer as requested if its requirements therefor are met.  When Notes are presented to the Registrar
with a request to exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall make the exchange as requested if same
requirements are met.  To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Notes at the Registrar’s request.  The Company may require payment of a sum
sufficient to pay all taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section.  The Company shall not be required to make and
the Registrar need not register transfers or exchanges of Notes selected for
redemption (except, in the case of Notes to be redeemed in part, the portion
thereof not to be redeemed) or any Notes for a period of 15 days before the
mailing of a notice of redemption of Notes to be redeemed.


 


Prior to the
due presentation for registration of transfer of any Note, the Company, the
Note Guarantors, the Trustee, the Paying Agent, and the Registrar may deem and
treat the Person in whose name a Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and (subject to
paragraph 2 of the Notes) interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the
Company, any Note Guarantor, the Trustee, the Paying Agent, or the Registrar
shall be affected by notice to the contrary.


 


Any Holder of
a Global Note shall, by acceptance of such Global Note, agree that transfers of
beneficial interest in such Global Note may be effected only through a
book-entry 


 


26

















 


system maintained
by (a) the Holder of such Global Note (or its agent) or (b) any
holder of a beneficial interest in such Global Note, and that ownership of a
beneficial interest in such Global Note shall be required to be reflected in a
book entry.


 


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


 


SECTION 2.08.                           Replacement
Notes.  If a mutilated Note is
surrendered to the Registrar or if the Holder of a Note claims that the Note
has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note if the requirements of Section 8-405
of the Uniform Commercial Code are met, such that the Holder (a) satisfies
the Company or the Trustee within a reasonable time after he has notice of such
loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to
the Company or the Trustee prior to the Note being acquired by a protected
purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other reasonable requirements of the
Trustee.  Such Holder shall furnish an
indemnity bond sufficient in the judgment of the Trustee to protect the
Company, the Trustee, the Paying Agent and the Registrar from any loss that any
of them may suffer if a Note is replaced. 
The Company and the Trustee may charge the Holder for their expenses in
replacing a Note.  In the event any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, the Company in its discretion may pay such Note instead
of issuing a new Note in replacement thereof.


 


Every
replacement Note is an additional obligation of the Company.


 


The provisions
of this Section 2.08 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, lost, destroyed or wrongfully taken Notes.


 


SECTION 2.09.                           Outstanding
Notes.  Notes outstanding at any time
are all Notes authenticated by the Trustee except for those canceled by it,
those paid pursuant to Section 2.08, those delivered to it for
cancellation and those described in this Section as not outstanding.  Subject to Section 13.06, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Note.


 


If a Note is
replaced pursuant to Section 2.08, it ceases to be outstanding unless the
Trustee and the Company receive proof satisfactory to them that the replaced
Note is held by a protected purchaser.


 


If the Paying
Agent segregates and holds in trust, in accordance with this Indenture, on a
Redemption Date or maturity date money sufficient to pay all principal and
interest and Liquidated Damages payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Holders of Notes
on that date pursuant to the terms of this Indenture, then on and after that
date such Notes (or portions thereof) cease to be outstanding and interest on
them ceases to accrue.


 


27
















 


SECTION 2.10.          Temporary Notes.  In the event that Definitive Notes are to be
issued under the terms of this Indenture, until such Definitive Notes are ready
for delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes.  Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Notes and deliver them in
exchange for temporary Notes upon surrender of such temporary Notes at the
office or agency of the Company, without charge to the Holder.


 


SECTION 2.11.          Cancellation.  The Company at any time may deliver Notes to
the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment or cancellation
and shall dispose of canceled Notes in accordance with its customary procedures
or deliver canceled Notes to the Company pursuant to written direction by an
Officer.  The Company may not issue new
Notes to replace Notes it has redeemed, paid or delivered to the Trustee for
cancellation.  The Trustee shall not
authenticate Notes in place of canceled Notes other than pursuant to the terms
of this Indenture.


 


SECTION 2.12.          Defaulted Interest.  If the Company defaults in a payment of interest
on the Notes, the Company shall pay the defaulted interest (plus interest on
such defaulted interest to the extent lawful) in any lawful manner.  The Company may pay the defaulted interest to
the Persons who are Holders on a subsequent special record date.  The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of
the Trustee and shall promptly mail or cause to be mailed to each Holder a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.


 


SECTION 2.13.          CUSIP and ISIN
Numbers.  The Company in issuing the
Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use) and, if
so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices of
redemption as a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Notes or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. 
The Company will promptly notify the Trustee in writing of any change in
the “CUSIP” or “ISIN” numbers.


 


ARTICLE
3


 


Redemption


 


SECTION 3.01.          Notices to Trustee.  If the Company elects to redeem Notes
pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing of
the Redemption Date and the principal amount of Notes to be redeemed.


 


The Company
shall give each notice to the Trustee provided for in this Section at
least 40 days before the Redemption Date unless the Trustee consents to a
shorter period.  Such notice shall be
accompanied by an Officers’ Certificate and an Opinion of Counsel from the
Company to the effect that such redemption shall comply with the conditions
herein.  Any such 


 


28

















 


notice may be canceled at any time prior to notice of such redemption
being mailed to any Holder and shall thereby be void and of no effect.


 


SECTION 3.02.          Selection of Notes To
Be Redeemed.  If fewer than all the
Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro
rata or by lot or by a method that the Trustee in its sole discretion shall
deem to be fair and appropriate.  The
Trustee shall make the selection from outstanding Notes not previously called
for redemption.  The Trustee may select
for redemption portions of the principal of Notes that have denominations
larger than $2,000.  Notes and portions
of them the Trustee selects shall be in amounts of $2,000 or a whole multiple
of $1,000.  Provisions of this Indenture
that apply to Notes called for redemption also apply to portions of Notes
called for redemption.  The Trustee shall
notify the Company promptly of the Notes or portions of Notes to be redeemed.


 


SECTION 3.03.          Notice of Redemption.  At least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at such Holder’s
registered address.


 


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


 


(a)           the Redemption Date;


 


(b)           the redemption price
and the amount of accrued interest to the Redemption Date;


 


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


 


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


 


(e)           if fewer than all the
outstanding Notes are to be redeemed, the certificate numbers and principal
amounts of the particular Notes to be redeemed;


 


(f)            that, unless the
Company defaults in making such redemption payment or the Paying Agent is
prohibited from making such payment pursuant to the terms of this Indenture,
interest on Notes (or portion thereof) called for redemption ceases to accrue
on and after the Redemption Date;


 


(g)           the CUSIP and/or ISIN
number, if any, printed on the Notes being redeemed; and


 


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


 


At the Company’s
written request, the Trustee shall give the notice of redemption in the Company’s
name and at the Company’s expense.  In
such event, the Company shall provide the Trustee with the information required
by this Section.


 


SECTION 3.04.          Effect of Notice of
Redemption.  Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such
Notes shall be 


 


29

















 


paid at the redemption price stated in the notice, plus accrued
interest and Liquidated Damages, if any, to the Redemption Date; provided,
however, that if the Redemption Date is after a regular record date and
on or prior to the interest payment date, the accrued interest and Liquidated
Damages, if any, shall be payable to the Holder of the redeemed Notes registered
on the relevant record date.  Failure to
give notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.


 


SECTION 3.05.          Deposit of Redemption
Price.  On or prior to 10:00 a.m.,
New York City time on the Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of
and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed
on that date other than Notes or portions of Notes called for redemption that
have been delivered by the Company to the Trustee for cancellation.  On and after the Redemption Date, interest
shall cease to accrue on Notes or portions thereof called for redemption so
long as the Company has deposited with the Paying Agent funds sufficient to pay
the principal of, plus accrued and unpaid interest and Liquidated Damages (if
any) on, the Notes to be redeemed, unless the Paying Agent is prohibited from
making such payment pursuant to the terms of this Indenture.


 


SECTION 3.06.          Notes Redeemed in
Part.  Upon surrender of a Note that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company’s expense) a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.


 


ARTICLE
4


 


Covenants


 


SECTION 4.01.          Payment of Notes.  The Company shall promptly pay the principal
of and interest on the Notes on the dates and in the manner provided in the
Notes and in this Indenture.  Principal
and interest shall be considered paid on the date due if on such date the
Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay all principal and interest then due and the Trustee or the
Paying Agent, as the case may be, is not prohibited from paying such money to
the Holders on that date pursuant to the terms of this Indenture.


 


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


 


SECTION 4.02.          SEC Reports.  Whether or not required by the rules and
regulations of the SEC, so long as any Notes are outstanding, the Company will
file on EDGAR or furnish the Holders of Notes promptly


 


(a)           all quarterly and
annual financial information that would be required to be contained in a filing
with the SEC on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” that describes the financial condition and results
of operations of the Company and its consolidated Subsidiaries (showing in
reasonable


 


30

















 


detail, either on the face of the financial statements or in the
footnotes thereto and in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company, if any) and, with respect to the annual information only, a
report thereon by the Company’s certified independent accounts; and


 


(b)           all current reports
that would be required to be filed with the SEC on Form 8-K if the Company
were required to file such reports, in each case within the time periods
specified in the SEC’s rules and regulations.


 


In addition,
following the consummation of the exchange offer contemplated by the
Registration Rights Agreement, whether or not required by the rules and
regulations of the SEC, the Company will file a copy of all such information
and reports with the SEC for public availability within the time periods
specified in the SEC’s rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities
analysts and prospective investors upon request.  In addition, the Company has agreed that, for
so long as any Notes remain outstanding, it will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


SECTION 4.03.          Limitation on
Indebtedness.


 


(a)           The Company shall not,
and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company
or any Note Guarantor may Incur Indebtedness if on the date of such Incurrence
and after giving effect thereto, the Fixed Charge Coverage Ratio would be no
greater than 2.0:1.


 


(b)           Notwithstanding Section 4.03(a),
the Company and its Restricted Subsidiaries may Incur the following
Indebtedness:


 


(i)            Bank Indebtedness Incurred in an aggregate
principal amount not to exceed $1,180.0 million at any one time outstanding
less the aggregate amount of all mandatory prepayments, repayments, redemptions
or purchases of principal of such Indebtedness pursuant to Section 4.06;


 


(ii)           Indebtedness of the Company owed to and held
by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to
and held by the Company or any Restricted Subsidiary; provided, however,
that (1) any subsequent issuance or transfer of any Capital Stock or any
other event that results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any subsequent transfer of any such Indebtedness
(except to the Company or a Restricted Subsidiary) shall be deemed, in each
case, to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if
the Company is the obligor on such Indebtedness, such Indebtedness is
subordinated to the prior payment in full in cash of all obligations with
respect to the Notes, (3) if a Restricted Subsidiary is the obligor, any
such Indebtedness is made pursuant to an intercompany note with customary
subordination provisions and (4) if a Note Guarantor is the obligor, such
Indebtedness is subordinated in right of payment to the Note Guarantee of such
Note Guarantor;


 


31

















 


(iii)          Indebtedness (1) represented by the
Notes (not including any Additional Notes) and the Note Guarantees, (2) outstanding
on the Issue Date (other than (x) the Indebtedness described in clauses (i) and
(ii) above or (y) Indebtedness to be repaid with the offering of the
Notes on the Issue Date), (3) consisting of Refinancing Indebtedness
incurred in respect of any Indebtedness described in this clause (iii) (including
Refinancing Indebtedness) or Section 4.03(a) or (4) consisting
of Guarantees by the Company or any Note Guarantor of any Indebtedness
permitted hereunder; provided that if such Indebtedness is by its
express terms subordinated in right of payment to the Notes or a Note Guarantee
of a Note Guarantor, as applicable, any such Guarantee with respect to such
Indebtedness shall be subordinated in right of payment to the Notes or such
Note Guarantor’s Note Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes or the Note Guarantee, as applicable;


 


(iv)          (1) Indebtedness of a Restricted
Subsidiary (x) Incurred and outstanding on or prior to 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 or
credit support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Subsidiary
of or was otherwise acquired by the Company) or (y) Incurred to finance
the acquisition of such Restricted Subsidiary by the Company; provided, however,
that on the date that such Restricted Subsidiary is acquired by the Company,
the Company would have been able to Incur $1.00 of additional Indebtedness
pursuant to Section 4.03(a) after giving effect to the Incurrence of
such Indebtedness pursuant to this clause (iv) and (2) Refinancing Indebtedness
Incurred by a Restricted Subsidiary in respect of Indebtedness Incurred by such
Restricted Subsidiary pursuant to this clause (iv);


 


(v)           Indebtedness (including Capitalized Lease
Obligations) incurred by the Company or any Note Guarantor to finance the
purchase, lease or improvement of property (real or personal) or equipment
(whether through the direct purchase of assets or the Capital Stock of any
Person owning such assets) in an aggregate principal amount which when
aggregated with the principal amount of all other Indebtedness then outstanding
and incurred pursuant to this clause (v) and including all Refinancing
Indebtedness incurred to refund, refinance or replace any other Indebtedness
incurred pursuant to this clause (v) does not exceed $50.0 million;


 


(vi)          Indebtedness incurred by the Company or any
of its Restricted Subsidiaries constituting reimbursement obligations with
respect to letters of credit issued in the ordinary course of business,
including letters of credit in respect of workers’ compensation claims or
self-insurance, or other Indebtedness with respect to reimbursement type
obligations regarding workers’ compensation claims; provided, however,
that upon the drawing of such letters of credit or the incurrence of such
Indebtedness, such obligations are reimbursed within 30 days following such
drawing or incurrence;


 


(vii)         Indebtedness arising from agreements of the
Company or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price or similar obligations, or from guaranties or letters of credit,
surety bonds or performance bonds securing the performance of the Company or
any such Subsidiary pursuant to such agreements, in each case, incurred or
assumed in connection with the disposition of any business, assets or a
Subsidiary of the Company in accordance with the terms of this Indenture; provided,



 


32

















 


however, that (1) such
Indebtedness is not reflected on the balance sheet of the Company or any
Restricted Subsidiary (contingent obligations referred to in a footnote to
financial statements and not otherwise reflected on the balance sheet shall not
be deemed to be reflected on such balance sheet for purposes of this clause
(1)) and (2) the maximum assumable liability in respect of all such
Indebtedness shall at no time exceed the gross proceeds including the Fair
Market Value of noncash proceeds (such Fair Market Value of such non-cash
proceeds being measured at the time received and without giving effect to any
subsequent changes in value) actually received by the Company and its
Restricted Subsidiaries in connection with such disposition;


 


(viii)        Hedging Obligations that are incurred in the
ordinary course of business (but in any event excluding Hedging Obligations
entered into for speculative purposes); provided, however, that
such Hedging Obligations do not increase the Indebtedness of the Company
outstanding at any time other than as a result of fluctuations in interest
rates or currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;


 


(ix)           Obligations in respect of performance and
surety bonds and completion guarantees that are incurred by the Company or any
Restricted Subsidiary in the ordinary course of business;


 


(x)            Indebtedness arising from netting services,
overdraft protection or otherwise with respect to deposit accounts, including
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
ten Business Days;


 


(xi)           Indebtedness (other than Indebtedness
permitted to be Incurred pursuant to Section 4.03(a) or any other
clause of this Section 4.03(b)) in an aggregate principal amount on the
date of Incurrence that, when added to all other Indebtedness Incurred pursuant
to this clause (xi) and then outstanding, shall not exceed $35.0 million (it
being understood that any Indebtedness incurred pursuant to this clause (xi)
shall cease to be deemed to be Incurred or outstanding for purposes hereof but
shall be deemed incurred for purposes of Section 4.03(a) from and
after the first date on which the Company could have incurred such Indebtedness
under Section 4.03(a) without reliance on this clause (xi));


 


(xii)          Indebtedness arising from guarantees in the
ordinary course of business and consistent with past practice of the
obligations of suppliers, customers, franchisees and licensees of the Company
and its Subsidiaries; and


 


(xiii)         Indebtedness arising from guarantees by (i) the
Company or any Restricted Subsidiary of the Company of another Restricted
Subsidiary or (ii) the Company or any Restricted Subsidiary of an
Unrestricted Subsidiary, subject to the limitations set forth under Section 4.04.


 


(c)           Notwithstanding the
foregoing, the Company shall not Incur any Indebtedness pursuant to Section 4.03(b) above
if the proceeds thereof are used, directly or indirectly, to repay, prepay,
redeem, defease, retire, refund or refinance any Subordinated Obligations 


 


33

















 


unless such transaction is otherwise permitted pursuant to the terms of
this Indenture.  The Company will not,
and will not permit any Note Guarantor to, directly or indirectly, incur any
Indebtedness which by its terms (or by the terms of any agreement governing
such Indebtedness) is expressly subordinated in right of payment to any other
Indebtedness of the Company or such Note Guarantor, as the case may be, unless
such Indebtedness is also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinate to the Notes or the applicable
Guarantee, as the case may be, to the same extent and in the same manner as
such Indebtedness is subordinated to other Indebtedness of the Company or such
Note Guarantor, as the case may be.  For
purposes of the foregoing, no Indebtedness will be deemed to be subordinated in
right of payment to any other Indebtedness of the Company or any Note Guarantor
solely by virtue of such Indebtedness being unsecured or by virtue of the fact
that the holders of such Indebtedness have entered into one or more
intercreditor agreements giving one or more of such holders priority over the
other holders in the collateral held by them.


 


(d)           Notwithstanding any
other provision of this Section 4.03, the maximum amount of Indebtedness
that the Company or any Restricted Subsidiary may Incur pursuant to this Section shall
not be deemed to be exceeded solely as a result of fluctuations in the exchange
rates of currencies.  For purposes of
determining the outstanding principal amount of any particular Indebtedness
Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred
pursuant to any Credit Agreement prior to or on the Issue Date shall be treated
as Incurred pursuant to Section 4.03(b)(i), (ii) Indebtedness
permitted by this Section 4.03 need not be permitted solely by reference
to one provision permitting such Indebtedness but may be permitted in part by
one such provision and in part by one or more other provisions of this Section permitting
such Indebtedness and (iii) in the event that Indebtedness meets the
criteria of more than one of the types of Indebtedness described in this
Section, the Company, in its sole discretion, shall classify such Indebtedness
and only be required to include the amount of such Indebtedness in one of such
clauses.


 


SECTION 4.04.          Limitation on
Restricted Payments.


 


(a)           The Company shall not,
and shall not permit any Restricted Subsidiary, 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 similar payment to the direct or indirect holders of its
Capital Stock except dividends or distributions payable solely in its Capital
Stock (other than Disqualified Stock) and except dividends or distributions
payable to the Company or another Restricted Subsidiary (and, if such
Restricted Subsidiary has shareholders other than the Company or other Restricted
Subsidiaries, to its other shareholders on a pro rata basis), (ii) purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company
or any Restricted Subsidiary held by Persons other than the Company or another
Restricted Subsidiary, (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
(other than the purchase, repurchase, redemption, defeasance or other
acquisition of Subordinated Obligations in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of acquisition, and other than Indebtedness
described in Section 4.03(b)(ii)) or (iv) make any Investment (other
than a Permitted Investment) in any Person (any such dividend, distribution,
purchase, redemption, repurchase, defeasance, other acquisition, retirement or
Investment being herein referred to as a “Restricted Payment”) after the



 


34

















 


Issue Date 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);


 


(2)           the Company could not Incur at least $1.00
of additional Indebtedness under Section 4.03(a); or


 


(3)           the aggregate amount of such Restricted
Payment and all other Restricted Payments (including, if the amount so expended
is other than in cash, the Fair Market Value of such Restricted Payments)
declared or made subsequent to the Issue Date would exceed the sum of, without
duplication:


 


(A)          50% of the cumulative
Consolidated Net Income (or if cumulative Consolidated Net Income shall be a
loss, minus 100% of such loss) of the Company during the period (treated as one
accounting period) from August 1, 2007 to the end of the most recent
Fiscal Quarter ending prior to the date of such Restricted Payment for which
financial statements are available;


 


(B)           the aggregate Net Cash
Proceeds received by the Company from capital contributions or the issue or
sale of its Capital Stock (other than Disqualified Stock) on or subsequent to
the Issue Date (other than an issuance or sale to (x) a Subsidiary of the
Company or (y) an employee stock ownership plan or other trust established
by the Company or any of its Subsidiaries to the extent such sale is financed
by loans from or from Indebtedness Guaranteed by the Company unless such loans
or Indebtedness have been repaid with cash on or prior to the date of determination);


 


(C)           the amount by which
Indebtedness of the Company or its Restricted Subsidiaries is reduced on the
Company’s balance sheet upon the conversion or exchange (other than by a
Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of
the Company or its Restricted Subsidiaries issued after the Issue Date which is
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 other
property distributed by the Company or any Restricted Subsidiary upon such
conversion or exchange);


 


(D)          100% of the aggregate
amount received in cash from (x) the sale or other disposition (other than
to the Company or a Restricted Subsidiary) of Investments (other than Permitted
Investments) (“Restricted Investments”) made by the Company and its
Restricted Subsidiaries after the Issue Date and from repurchases and
redemptions after the Issue Date of such Restricted Investments from the
Company and its Restricted Subsidiaries by any Person (other than the Company
or any of its Restricted Subsidiaries) and from repayments of loans or advances
after the Issue Date which constituted Restricted Investments or (y) the
sale (other than to the Company or a Restricted Subsidiary) after the Issue
Date of the Capital Stock of an Unrestricted Subsidiary, in an amount not to
exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously
made 


 


35

















 


by the Company
or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was
included in the calculation of the amount of Restricted Payments; provided,
however, that no amount will be included in this clause (D) to the
extent it is already included in Consolidated Net Income; and


 


(E)           the amount equal to the
net reduction in Investments in Unrestricted Subsidiaries since the Issue Date
resulting from (x) payments of dividends, repayments of the principal of
loans or advances or other transfers of assets to the Company or any Restricted
Subsidiary from Unrestricted Subsidiaries 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 was included in the calculation of the amount of Restricted Payments; provided,
however, that no amount will be included in this clause (E) to the
extent it is already included in Consolidated Net Income.


 


(b)           Notwithstanding the
provisions of Section 4.04(a), the following are not prohibited:


 


(i)            any purchase, repurchase, retirement or
other acquisition or retirement for value of Capital Stock or Subordinated
Obligations of the Company 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
of the Company or an employee stock ownership plan or other trust established
by the Company or any of its Subsidiaries to the extent such sale is financed
by loans from or from Indebtedness guaranteed by the Company unless such loans
or Indebtedness have been repaid with cash on or prior to the date of determination);
provided, however, that (1) such Restricted Payment shall be
excluded in subsequent calculations of the amount of Restricted Payments and (2) the
Net Cash Proceeds from such sale applied in the manner set forth in this clause
(i) shall be excluded from the calculation of amounts under of Section 4.04(a)(iv)(3)(B);


 


(ii)           any purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value of Subordinated
Obligations of the Company made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Obligations of the Company that
is permitted to be Incurred pursuant to Section 4.03; provided, however,
that such purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value shall be excluded in subsequent calculations of the amount
of Restricted Payments;


 


(iii)          dividends paid within 60 days after the date
of declaration thereof if at such date of declaration such dividend would have
complied with this Section 4.04; provided, however, that
such dividend shall be included in subsequent calculations of the amount of
Restricted Payments;


 


(iv)          the repurchase or other acquisition of shares
of, or options to purchase shares of, Capital Stock of the Company or any of
its Subsidiaries from employees, former employees, directors or former
directors of the Company or any of its Subsidiaries 


 


36

















 


(or permitted transferees of such employees, former employees,
directors or former directors), pursuant to the terms of the agreements
(including employment agreements) or plans (or amendments thereto) approved by
the Board of Directors under which such individuals purchase or sell or are
granted the option to purchase or sell, shares of such common stock; provided,
however, that the aggregate amount of such repurchases or acquisitions
in any Fiscal Year of the Company after the Issue Date shall not exceed during
such Fiscal Year in the aggregate $5.0 million; provided  further,
however, that such repurchases and other acquisitions shall be included
in subsequent calculations of the amount of Restricted Payments;


 


(v)           (x) any payments made pursuant to the
exercise of the Automotive.com Put/Call Option, the closing of the share
purchase pursuant thereto, or the acquisition of Automotive.com Capital Stock
not held by the Company pursuant to, or on terms no less favorable than, the
Automotive.com Stockholders Agreement or the Automotive.com Stock Purchase
Agreement, in each case, as in effect on the Issue Date, or (y) the purchase
of minority interests in non-wholly owned Subsidiaries pursuant to customary
put arrangements, drag-along provisions or rights of first refusal contained in
shareholder agreements;


 


(vi)          the declaration and payment of dividends or
distributions to holders of any class or series of Disqualified Stock of the
Company or any of its Restricted Subsidiaries issued or Incurred in accordance
with Section 4.03; provided, however, that such payments
shall be excluded in subsequent calculations of the amount of Restricted Payments;
or


 


(vii)         other Restricted Payments in an aggregate
amount not to exceed $5.0 million since the Issue Date; provided, however,
that at the time of, and after giving effect to, any payment permitted under
this clause (vii), no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof; and provided  further
that any such payment shall be included in subsequent calculations of the
amount of Restricted Payments.


 


SECTION 4.05.          Limitation on
Restrictions on Distributions from Restricted Subsidiaries.  The Company shall not, and shall not permit
any Restricted Subsidiary to, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to (a) pay dividends or make any other distributions
on its Capital Stock or pay any Indebtedness or other obligations owed to the
Company or any of its Restricted Subsidiaries, (b) make any loans or
advances to the Company or any of its Restricted Subsidiaries or (c) transfer
any of its property or assets to the Company or any of its Restricted
Subsidiaries, except:


 


(i)            any encumbrance or restriction pursuant to
applicable law or an agreement in effect at or entered into on the Issue Date;


 


(ii)           any encumbrance or restriction with respect
to a Restricted Subsidiary pursuant to an agreement relating to any
Indebtedness incurred by such Restricted Subsidiary prior to the date on which
such Restricted Subsidiary was acquired by the Company (other than Indebtedness
Incurred as consideration in, in contemplation of, or to provide all or any
portion of the funds or credit support utilized to consummate, the 


 


37

















 


transaction or series of related transactions
pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or
was otherwise acquired by the Company) and outstanding on such date;


 


(iii)          any encumbrance or restriction pursuant to an
agreement effecting a Refinancing of Indebtedness Incurred pursuant to an
agreement referred to in clause (i) or (ii) of this Section 4.05
or this clause (iii) or contained in any amendment to an agreement referred
to in clause (i) or (ii) of this Section 4.05 or this clause
(iii); provided, however, that the encumbrances and restrictions
contained in any such Refinancing agreement or amendment are no less favorable,
in the aggregate, to the Holders than the encumbrances and restrictions
contained in such predecessor agreements;


 


(iv)          in the case of clause (c), any encumbrance or
restriction (1) 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 (2) contained in security agreements securing
Indebtedness of a Restricted Subsidiary to the extent such encumbrance or
restriction restricts the transfer of the property subject to such security
agreements;


 


(v)           with respect to a Restricted Subsidiary, any
restriction imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary pending the closing of such sale or disposition; and


 


(vi)          in the case of clause (c), any encumbrance or
restriction pursuant to any agreement relating to Purchase Money Indebtedness
that is Incurred subsequent to the Issue Date in compliance with Section 4.03.


 


SECTION 4.06.    Limitation on Sales of Assets and Subsidiary
Stock.


 


(a)          The
Company shall not, and shall not permit any Restricted Subsidiary to, make any
Asset Disposition unless (i) the Company or such Restricted Subsidiary
receives consideration (including by way of relief from, or by any other Person
assuming sole responsibility for, any liabilities, contingent or otherwise) at
the time of such Asset Disposition at least equal to the Fair Market Value of
the shares and assets subject to such Asset Disposition, (ii) at least 75%
of the consideration thereof received by the Company or such Restricted
Subsidiary is in the form of cash or Temporary Cash Investments; provided
that the amount of (1) any liabilities (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of
the Company or any Restricted Subsidiary (other than liabilities that are by
their terms subordinated to the Notes) that are assumed by the transferee of
any such assets (provided that the Company or such Restricted Subsidiary
is released from all liability with respect thereto) and (2) any
securities received by the Company or such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash (to
the extent of the cash received) within 90 days following the closing of such
Asset Disposition; provided, further, that with respect to the
sale of assets of Source Interlink Canada, Inc., up to 50% of the consideration
thereof may be received in forms other than cash or Temporary Cash Investments,
and (iii) 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) within 360 days of receipt thereof either (1) to
permanently reduce Indebtedness under Bank Indebtedness and, in the case of any
such Indebtedness under any revolving credit facility, effect a permanent
reduction in the 


 


38

















 


availability
under such revolving credit facility; (2) to
make an investment in properties and assets that replace the properties and
assets that were the subject of such Asset Sale or in properties and assets
(including Capital Stock) that will be used in the business of the Company and
its Restricted Subsidiaries as existing on the Issue Date or in businesses
reasonably related thereto (“Replacement Assets”); and/or (3) a
combination of prepayment and investment permitted by the foregoing clauses
(iii)(1) and (2).


 


(b)           Pending the final application of such Net
Cash Proceeds, the Company may temporarily reduce borrowings under Bank
Indebtedness or any other revolving credit facility.  On the 361st day after an Asset Sale or such
earlier date, if any, as the board of directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clauses (iii)(1), (2) and (3) of
clause (a) above (each, a “Net Proceeds Offer Trigger Date”), such
aggregate amount of Net Cash Proceeds which have not been applied on or before
such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(1), (2) and
(3) of the preceding paragraph (each a “Net Proceeds Offer Amount”)
shall be applied by the Company or such Restricted Subsidiary to make an offer
to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent
required by the terms of any pari passu Indebtedness, to all holders of such pari  passu
Indebtedness, on a date (the “Net Proceeds Offer Payment Date”) not less
than 30 nor more than 45 days following the applicable Net Proceeds Offer
Trigger Date, from all Holders (and holders of any such pari
passu Indebtedness) on a pro  rata basis,
that amount of Notes (and pari  passu Indebtedness) equal to the Net Proceeds Offer Amount
at a price equal to 100% of the principal amount of the Notes (and pari  passu Indebtedness)
to be purchased, plus accrued and unpaid interest thereon, if any, to the date
of purchase; provided, however,
that if at any time any non-cash consideration received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset
Sale is converted into or sold or otherwise disposed of for cash (other than
interest received with respect to any such non-cash consideration), then such
conversion or disposition shall be deemed to constitute an Asset Sale hereunder
and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.


 


Each Net
Proceeds Offer will be mailed to the record Holders as shown on the register of
Holders within 25 days following the Net Proceeds Offer Trigger Date, with a
copy to the Trustee, and shall comply with the procedures set forth in this
Indenture.  Upon receiving notice of the
Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part
in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof
in exchange for cash.  To the extent
Holders properly tender Notes and holders of pari
passu Indebtedness properly tender such pari  passu
Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered
Notes and pari  passu
Indebtedness will be purchased on a pro  rata basis based on the aggregate amounts of Notes and pari  passu
Indebtedness tendered (and the Trustee shall select the tendered Notes of
tendering Holders on a pro  rata basis based on the amount of Notes tendered).  A Net Proceeds Offer shall remain open for a
period of 20 Business Days or such longer period as may be required by
law.  If any Net Cash Proceeds remain
after the consummation of any Net Proceeds Offer, the Company may use those Net
Cash Proceeds for any purpose not otherwise prohibited by this Indenture.  Upon completion of each Net Proceeds Offer,
the amount of Net Cash Proceeds will be reset at zero.


 


Notwithstanding
the foregoing provisions of this covenant, the Company and the Restricted
Subsidiaries will not be required to apply any Net Available Cash in accordance
with 


 


39

















 


this covenant except to the extent that the aggregate Net Available
Cash from all Asset Dispositions that is not applied in accordance with this
covenant exceeds $10.0 million.


 


(c)           The Company shall 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 Notes pursuant to this Section. 
To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.


 


SECTION 4.07.          Limitation on
Transactions with Affiliates.


 


(a)           The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, enter into or conduct any
transaction or series of related transactions (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”) in an aggregate
amount greater than $500,000 unless such Affiliate Transaction is on terms (i) that
are no less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those that could be obtained at the time of such transaction in
arm’s-length dealings with a Person who is not such an Affiliate, (ii) that,
in the event such Affiliate Transaction involves an aggregate amount in excess
of $10.0 million, (1) are set forth in writing and (2) have been
approved by a majority of the members of the Board of Directors having no
personal stake in such Affiliate Transaction and (iii) that, in the event such
Affiliate Transaction involves an amount in excess of $15.0 million, have been
determined in writing by a nationally recognized appraisal or investment
banking firm to be fair, from a financial standpoint, to the Company and its
Restricted Subsidiaries or not materially less favorable than those that might
reasonably have been obtained in an arm’s-length transaction.


 


(b)           The provisions of Section 4.07(a) shall
not prohibit (i) any Restricted Payment permitted to be paid pursuant to Section 4.04,
(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 approved by the Board of
Directors, (iii) the grant of restricted stock units, stock options or
similar rights to employees and directors of the Company pursuant to plans
approved by the Board of Directors, (iv) loans or advances to employees of
the Company or any of its Restricted Subsidiaries in the ordinary course of
business not in excess of $2.5 million in the aggregate outstanding at any one
time, (v) the payment of reasonable fees to directors of the Company and
its Subsidiaries who are not employees of the Company or its Subsidiaries
(other than the Chief Executive Officer, who may receive fees for service as a
director), (vi) any transaction between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries, (vii) management,
consulting, monitoring, transaction and advisory fees and related expenses
payable to Yucaipa or one of its Affiliates in an aggregate amount in any
Fiscal Year not in excess of the sum of (i) $1.0 million in respect of annual
management fees, plus (ii) any deferred fees (to the extent such
fees were within such amount in clause (i) above originally), plus (iii) 1.0%
of the value of transactions with respect to which Yucaipa or its Affiliates
provide any transaction, advisory or other services, plus (iv) the amount
of all reasonable out-of-pocket expenses related thereto and unpaid amounts
accrued for prior periods, (viii) transactions in the ordinary course of
business consistent with past practices with Automotive.com, or (ix) transactions
relating to the exercise of the Automotive.com Put/Call Option, the closing of
the share purchase pursuant thereto, or the acquisition of Automotive.com
Capital Stock not held by the Company.


 


40
















 


SECTION 4.08.      Change of Control.


 


(a)           Upon
a Change of Control, each Holder shall have the right to require the Company to
repurchase all or any part of such Holder’s Notes at a purchase price in cash
equal to 101% of the principal amount thereof plus accrued and unpaid interest
and Liquidated Damages thereon, if any, to the date of repurchase (subject to
the right of Holders on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with the terms contemplated in Section 4.08(b);
provided, however, that notwithstanding the occurrence of a
Change of Control, the Company shall not be obligated to purchase the Notes
pursuant to this Section 4.08 in the event that it has exercised its right
to redeem all the Notes under paragraph 5 of the Notes.  In the event that at the time of such Change
of Control the terms of the Bank Indebtedness restrict or prohibit the
repurchase of Notes pursuant to this Section 4.08, then prior to the
mailing of the notice to Holders provided for in Section 4.08(b) below
but in any event within 30 days following any Change of Control, the Company
shall (i) repay in full all Bank Indebtedness or offer to repay in full
all Bank Indebtedness and repay the Bank Indebtedness of each lender who has
accepted such offer or (ii) obtain the requisite consent under the
agreements governing the Bank Indebtedness to permit the repurchase of the
Notes as provided for in Section 4.08(b).


 


(b)           Within
30 days following any Change of Control (except as provided in the proviso to
the first sentence of Section 4.08(a)), the Company shall mail a notice to
each Holder with a copy to the Trustee (the “Change of Control Offer”)
stating:


 


(i)            that a Change of Control has occurred and
that such Holder has the right to require the Company to purchase all or a
portion of such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the date of purchase (subject to the right of Holders on
the relevant record date to receive interest due on the relevant interest payment
date);


 


(ii)           a description of the transaction or
transactions constituting the Change of Control;


 


(iii)          the repurchase date (which shall be no later
than 60 days from the date such notice is mailed); and


 


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


 


(c)           Holders
electing to have a Note purchased shall be required to surrender the Note, with
an appropriate form duly completed, to the Company at the address specified in
the notice at least three Business Days prior to the purchase date.  Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than the close of business
on the second Business Day prior to the purchase date a facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the
Note which was delivered for purchase by the Holder and a statement that such
Holder is withdrawing his election to have such Note purchased.  Holders whose Notes are purchased only in
part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered.


 


41

















 


(d)           On
the purchase date, all Notes purchased by the Company under this Section shall
be delivered to the Trustee for cancellation, and the Company shall pay the purchase
price plus accrued and unpaid interest, if any, to the Holders entitled
thereto.


 


(e)           Notwithstanding
the foregoing provisions of this Section, the Company shall not be required to
make a Change of Control Offer upon a Change of Control if (x) a third
party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in Section 4.08
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer or (y) a
notice of redemption has been given pursuant to this Indenture as described
under paragraph 5 of the Notes unless and until there is a default in the
payment of the redemption price.  A
Change of Control Offer may be made in advance of a Change of Control or
conditional upon the occurrence of a Change of Control, if a definitive
agreement is in place for the Change of Control at the time the Change of
Control Offer is made.


 


(f)            At
the time the Company delivers Notes to the Trustee which are to be accepted for
purchase, the Company shall also deliver an Officers’ Certificate stating that
such Notes are to be accepted by the Company pursuant to and in accordance with
the terms of this Section 4.08.  A
Note shall be deemed to have been accepted for purchase at the time the Trustee,
directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.


 


(g)           Prior
to any Change of Control Offer, the Company shall deliver to the Trustee an
Officers’ Certificate stating that all conditions precedent contained herein to
the right of the Company to make such offer have been complied with.


 


(h)           The
Company shall 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 Notes pursuant to this Section.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section by
virtue thereof.


 


SECTION 4.09.               Compliance
Certificate. The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers’ Certificate, one of the
signatories of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating that
in the course of the performance by the signers of their duties as Officers of
the Company they would normally have knowledge of any Event of Default or
Default and whether or not the signers know of any Event of Default or Default
that occurred during such period.  If
they do, the certificate shall describe the Event of Default or Default, its
status and what action the Company is taking or proposes to take with respect
thereto.  The Company also shall comply
with Section 314(a)(4) of the TIA.


 


SECTION 4.10.               Further
Instruments and Acts.  Upon request
of the Trustee, the Company shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.


 


SECTION 4.11.               Future Note
Guarantors.  The Company shall cause
each Domestic Subsidiary that is a Restricted Subsidiary organized or acquired
after the date hereof to become a Note Guarantor, and, execute and deliver to
the Trustee a supplemental indenture 


 


42

















 


substantially in the form of Exhibit C pursuant to which
such Domestic Subsidiary shall Guarantee payment of the Notes.


 


SECTION 4.12.               Limitation on
Lines of Business.  The Company shall
not, and shall not permit any Restricted Subsidiary to, engage in any business,
other than a Permitted Business.


 


SECTION 4.13.               Limitation on
the Sale or Issuance of Capital Stock of Restricted Subsidiaries.  The Company shall not sell or otherwise
dispose of any shares of Capital Stock of a Restricted Subsidiary, and shall
not permit any Restricted Subsidiary, directly or indirectly, to issue or sell
or otherwise dispose of any shares of its Capital Stock except:  (a) to the Company or a Restricted
Subsidiary; or (b) if, immediately after giving effect to such issuance or
sale, such Restricted Subsidiary would continue to be a Restricted Subsidiary
or if, immediately after giving effect to such issuance or sale, such
Restricted Subsidiary would no longer be a Restricted Subsidiary and the
Investment of the Company in such Person after giving effect to such issuance
or sale would have been permitted to be made under Section 4.04 if made on
the date of such issuance or sale (and such Investment shall be deemed to be an
Investment made for the purpose of Section 4.04).  The proceeds of any sale of such Capital
Stock permitted hereby shall be treated as Net Available Cash from an Asset
Disposition and shall be applied in accordance with Section 4.06.


 


SECTION 4.14.               Limitation on
Liens.  The Company shall not, and
shall not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or permit or suffer to exist any Liens of any
kind against or upon any property or assets of the Company or any of its
Restricted Subsidiaries whether owned on the Issue Date or acquired after the
Issue Date, or any proceeds therefrom, or assign or otherwise convey any right
to receive income or profits therefrom unless:


 


(a)           in
the case of Liens securing Subordinated Indebtedness, the Notes or the
Guarantee of such Guarantor, as the case may be, are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens; and


 


(b)           in
all other cases, the Notes or the Guarantee of such Guarantor, as the case may
be, are equally and ratably secured,


 


except for:


 


(i)            Liens existing as of the Issue Date to the
extent and in the manner such Liens are in effect on the Issue Date;


 


(ii)           Liens securing borrowings under Bank
Indebtedness incurred pursuant to Section 4.03(b)(i);


 


(iii)          Liens securing the Notes and the Guarantees;


 


(iv)          Liens in favor of the Company or a Wholly
Owned Restricted Subsidiary of the Company on assets of any Restricted
Subsidiary of the Company;


 


(v)           Liens securing Refinancing Indebtedness
which is incurred to Refinance any Indebtedness which has been secured by a
Lien permitted under this Indenture and 


 


43

















 


which has been incurred in accordance with
the provisions of this Indenture; provided, however, that such
Liens:  (i) are no less favorable to
the Holders in any material respect and are not more favorable to the
lienholders in any material respect with respect to such Liens than the Liens
in respect of the Indebtedness being Refinanced; and (ii) do not extend to
or cover any property or assets of the Company or any of its Restricted
Subsidiaries not securing the Indebtedness so Refinanced; and


 


(vi)          Permitted Liens.


 


SECTION 4.15.               Liquidated
Damages Notice.  In the event that
the Company is required to pay Liquidated Damages to holders of Notes pursuant
to the Registration Agreement, the Company will provide written notice (“Liquidated
Damages Notice”) to the Trustee of its obligation to pay Liquidated Damages
no later than fifteen days prior to the proposed payment date for the
Liquidated Damages, and the Liquidated Damages Notice shall set forth the
amount of Liquidated Damages to be paid by the Company on such payment date.
The Trustee shall not at any time be under any duty or responsibility to any
holder of Notes to determine the Liquidated Damages, or with respect to the
nature, extent, or calculation of the amount of Liquidated Damages owed, or
with respect to the method employed in such calculation of the Liquidated
Damages.


 


ARTICLE
5


 


Successor
Company


 


SECTION 5.01.               When Company May Merge
or Transfer Assets.


 


(a)           The
Company shall not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or sell, assign, transfer, lease,
convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of
the Company to sell, assign, transfer, lease, convey or otherwise dispose of,
except with respect to the dissolution or winding up of such Restricted
Subsidiary) all or substantially all of the Company’s assets (determined on a
consolidated basis for the Company and the Company’s Restricted Subsidiaries)
whether as an entirety or substantially as an entirety to any Person, unless:


 


(i)            either (x) the Company shall be the
surviving or continuing corporation; or (y) the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or
the Person which acquires by sale, assignment, transfer, lease, conveyance or
other disposition the properties and assets of the Company and of the Company’s
Restricted Subsidiaries substantially as an entirety (the “Successor Company”)
(A) shall be a corporation organized and validly existing under the laws
of the United States or any State thereof or the District of Columbia; and (B) shall
expressly assume, by a supplemental indenture hereto (in form and substance
satisfactory to the Trustee), executed and delivered to the Trustee, the due
and punctual payment of the principal of and premium, if any, and interest on
all of the Notes and the performance of every covenant of the Notes, this
Indenture and the Registration Rights Agreement on the part of the Company to
be performed or observed;


 


(ii)           immediately after giving effect to such
transaction and the assumption contemplated by clause (i)(y)(B) above
(including giving effect to any Indebtedness and 


 


44

















 


Acquired Indebtedness incurred or anticipated
to be incurred in connection with or in respect of such transaction), the
Company or such Successor Company, as the case may be, shall be able to incur
at least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to Section 4.03(a);


 


(iii)          immediately before and immediately after
giving effect to such transaction and the assumption contemplated by
clause (i) above (including, without limitation, giving effect to any
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred
and any Lien granted in connection with or in respect of the transaction), no Default
or Event of Default shall have occurred or be continuing; and


 


(iv)          the Company or the Successor Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with the applicable provisions of this Indenture and that all
conditions precedent in this Indenture relating to such transaction have been
satisfied.


 


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


 


Notwithstanding the foregoing clauses (i), (ii) and (iii), the
Company may merge with an Affiliate that is a Person that has no material
assets or liabilities and which was organized solely for the purpose of
reorganizing the Company in another jurisdiction.


 


Upon any consolidation, combination or merger or any transfer of all or
substantially all of the assets of the Company in accordance with the foregoing
in which the Company is not the continuing corporation, the successor Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and the Notes with the same effect as if such surviving entity had been named
as such.


 


(b)           Each Note Guarantor
(other than any Note Guarantor whose Guarantee is to be released in accordance
with the terms of the Guarantee and this Indenture in connection with any
transaction complying with the provisions of Section 4.06) will not, and
the Company will not cause or permit any Note Guarantor to, consolidate with or
merge with or into any Person other than the Company or any other Note
Guarantor unless:


 


(i)            the entity formed by or surviving any such
consolidation or merger (if other than the Guarantor) or to which such sale,
lease, conveyance or other disposition shall have been made is a corporation
organized and existing under the laws of the United States or any State thereof
or the District of Columbia;


 


(ii)           such entity assumes by supplemental
indenture all of the obligations of the Note Guarantor on the Guarantee;


 


45

















 


(iii)          immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing; and


 


(iv)          immediately after giving effect to such
transaction and the use of any net proceeds therefrom on a pro
forma basis, the Company could satisfy
the provisions of Section 5.01(a)(ii).


 


Any merger or
consolidation of a Note Guarantor with and into the Company (with the Company
being the surviving entity) or another Guarantor that is a Wholly Owned
Subsidiary of the Company need only comply with Section 5.01(a)(iv).


 


(c)           With respect to the
disposition of property or assets, the phrase “all or substantially all” as
used in this Indenture varies according to the facts and circumstances of the
subject transaction, has no clearly established meaning under New York law
(which is the choice of law under this Indenture) and is subject to judicial
interpretation.  Accordingly, in certain
circumstances there may be a degree of uncertainty in ascertaining whether a
particular transaction would involve a disposition of “all or substantially all”
of the property or assets of a Person, and therefore it may be unclear as to
whether a Change of Control has occurred and whether the Company is required to
make an offer to repurchase the Notes as described above.


 


ARTICLE
6


 


Defaults
and Remedies


 


SECTION 6.01.         Events of Default.  An “Event of Default” occurs if:


 


(a)           the Company fails to
pay interest on any Notes when the same becomes due and payable, and the
default continues for a period of 30 days;


 


(b)           the Company fails to
pay the principal on any Notes, when such principal becomes due and payable, at
maturity, upon redemption or otherwise (including the failure to make a payment
to purchase Notes tendered pursuant to a Change of Control Offer or a Net
Proceeds Offer);


 


(c)           the Company or any
Restricted Subsidiary defaults in the observance or performance of any other
covenant or agreement contained in this Indenture which default continues for a
period of 30 days (or, with respect to Section 4.02, 60 days) after the
Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the Notes (except in the case of a default with
respect to Section 4.06, which will constitute an Event of Default with
such notice requirement but without such passage of time requirement);


 


(d)           the Company or any
Restricted Subsidiary fails to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the stated principal
amount of any Indebtedness of the Company or any Restricted Subsidiary of the
Company, or the final stated maturity of any such Indebtedness is accelerated
(which acceleration is not rescinded, waived or annulled by the holders of such
Indebtedness or otherwise cured within 20 days of receipt by the Company or
such Restricted Subsidiary 


 


46

















 


of notice of any such acceleration) if the
aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal
at final stated maturity or which has been accelerated (in each case with
respect to which the 20-day period described above has elapsed), aggregates
$20.0 million or more at any time;


 


(e)           one or more judgments,
in any individual case in an amount in excess of $10.0 million or in the
aggregate at any time an amount in excess of $20.0 million, shall have been
rendered against the Company or any of its Restricted Subsidiaries and such
judgment or judgments remain undischarged, unpaid or unstayed for a period of
60 days after such judgment or judgments become final and non-appealable;


 


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


 


(i)            commences
a voluntary case;


 


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


 


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


 


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


 


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


 


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


 


(i)            is
for relief against the Company or any significant Subsidiary in an involuntary
case;


 


(ii)           appoints
a Custodian of the Company or any Significant Subsidiary or for any substantial
part of its property; or


 


(iii)          orders
the winding up or liquidation of the Company or any Significant Subsidiary;


 


or any similar relief is granted under any
foreign laws and the order or decree remains unstayed and in effect for 60
days; or


 


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


 


The foregoing
shall constitute Events of Default whatever the reason for any such Event of Default
and whether it is voluntary or involuntary or is effected by operation of law
or 


 


47

















 


pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


The term “Bankruptcy
Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors.  The term “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law.


 


A Default
under clause (c), (d), (e) or (h) above is not an Event of Default
until the Trustee notifies the Company in writing or the Holders of at least
25% in principal amount of the outstanding Notes notify the Company and the
Trustee in writing of the Default and the Company or the Note Guarantor, as
applicable, does not cure such Default within the time specified in this
Indenture 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”.


 


The Company
shall deliver to the Trustee, promptly upon any Officer obtaining knowledge of any
Default or Event of Default that has occurred, written notice in the form of an
Officers’ Certificate thereof, and, if applicable, describe therein such
Default or Event of Default and the status thereof.


 


SECTION 6.02.               Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 6.01(f) or (g) with respect to
the Company) shall occur and be continuing, the Trustee by notice in writing to
the Company, or the Holders of at least 25% in principal amount of outstanding
Notes may declare the principal of and accrued interest on all the Notes to be
due and payable by notice in writing to the Company and the Trustee specifying
the respective Event of Default and that it is a “notice of acceleration”, and
the same shall become immediately due and payable.  Upon such a declaration, such principal and
interest shall be due and payable immediately. 
If an Event of Default specified in Section 6.01(f) or (g) with
respect to the Company occurs and is continuing, then all unpaid principal of,
and premium, if any, and accrued and unpaid interest on all of the outstanding
Notes shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.  The Holders of a majority in
principal amount of the Notes by notice to the Trustee may rescind an acceleration
and its consequences (a) if the rescission would not conflict with any
judgment or decree; (b) if all existing Events of Default have been cured
or waived except nonpayment of principal or interest that has become due solely
because of the acceleration; (c) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue
principal, which has become due otherwise than by such declaration of acceleration,
has been paid; (d) if the Company has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its expenses, disbursements and
advances; and (e) in the event of the cure or waiver of an Event of
Default specified in Section 6.01(f) or (g), the Trustee shall have received
an Officers’ Certificate and an Opinion of Counsel that such Event of Default
has been cured or waived.  No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


 


SECTION 6.03.               Other Remedies.  If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the payment of principal
of or interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.


 


The Trustee
may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. 
A delay or omission by the Trustee or 


 


48

















 


any Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  No remedy is exclusive
of any other remedy.  All available
remedies are cumulative.


 


SECTION 6.04.               Waiver of Past
Defaults.  The Holders of a majority
in principal amount of the Notes may waive any existing Default or Event of
Default under this Indenture, and its consequences, except a default in the
payment of the principal of or interest on any Notes.  When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.


 


SECTION 6.05.               Control by
Majority; Trustee Indemnity.  The
Holders of a majority in principal amount of the Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that
would involve the Trustee in personal liability.  Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action.  If an Event of Default occurs
and is continuing, the Trustee shall be under no obligation to exercise any of
the rights or powers under this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee indemnity
satisfactory to it.


 


SECTION 6.06.               Limitation on
Suits.  Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Holder may pursue any remedy with respect to this Indenture or the Notes
unless:


 


(a)           the
Holder gives to the Trustee written notice stating that an Event of Default is
continuing;


 


(b)           the
Holders of at least 25% in principal amount of the Notes then outstanding make
a written request to the Trustee to pursue the remedy;


 


(c)           such
Holder or Holders offer to the Trustee security or indemnity satisfactory to it
against any loss, liability or expense;


 


(d)           the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and


 


(e)           the
Holders of a majority in principal amount of the Notes then outstanding do not
give the Trustee a direction inconsistent with the request during such 60-day
period.


 


A Holder may
not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder, it being understood and intended
that no one or more of such Holders will have any right in any manner whatever
by virtue of, or by availing of, any provision of this Indenture to affect,
disturb, or prejudice the rights of any other of such Holders (it being
understood that the Trustee does not have an affirmative duty to ascertain whether
or not such actions or forbearances are unduly prejudicial to such Holders).


 


49

















 


SECTION 6.07.               Rights of
Holders To Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and Liquidated Damages and interest
on the Notes held by such Holder, on or after the respective due dates
expressed or provided for in the Notes, or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.


 


SECTION 6.08.               Collection Suit
by Trustee.  If an Event of Default
specified in Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company and any other obligor on the Notes for the whole amount then due and
owing (together with interest on overdue principal and (to the extent lawful)
on any unpaid interest at the rate provided for in the Notes) and the amounts
provided for in Section 7.07.


 


SECTION 6.09.               Trustee May File
Proofs of Claim.  The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to the Company, any Subsidiary or Note
Guarantor, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder
to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and its counsel, and any other amounts
due the Trustee under Section 7.07.


 


SECTION 6.10.               Priorities.  If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money or property in the
following order:


 


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


 


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


 


THIRD:  to the Company.


 


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


 


SECTION 6.11.               Undertaking for
Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party 


 


50

















 


litigant.  This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in principal amount of the Notes.


 


SECTION 6.12.               Waiver of Stay or Extension Laws.  Neither the Company nor any Note Guarantor
(to the extent it may lawfully do so) shall at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
and each Note Guarantor (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.


 


ARTICLE
7


 


Trustee


 


SECTION 7.01.         Duties of Trustee.


 


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


 


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


 


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


 


(ii)           in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture.  However, in the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine such
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.


 


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


 


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


 


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


 


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


 


51

















 


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


 


(d)           Every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b) and (c) of this Section.


 


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


 


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


 


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


 


SECTION 7.02.               Rights of
Trustee.


 


(a)           The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.


 


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


 


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


 


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


 


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


 


(f)            The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, debenture, note or other paper
or document unless requested in writing to do so by the Holders of not less
than a majority in principal amount of the Notes at the time outstanding, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by
agent or attorney.


 


52
















 


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


 


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


 


(i)            The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.


 


(j)            The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture substantially in the form of Exhibit E
hereto.


 


SECTION 7.03.               Individual
Rights of Trustee.  The Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. 
Any Paying Agent, Registrar or co-paying agent may do the same with like
rights.  However, the Trustee must comply
with Sections 7.10 and 7.11.


 


SECTION 7.04.               Trustee’s
Disclaimer.  The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Note Guarantee or the Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Company or any Note Guarantor in this
Indenture or in any document issued in connection with the sale of the Notes or
in the Notes other than the Trustee’s certificate of authentication.  The Trustee shall not be charged with
knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e),
(f), (g) or (h) or of the identity of any Significant Subsidiary
unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the
Trustee shall have notice thereof in accordance with Section 13.02 hereof
from the Company, any Note Guarantor or any Holder.


 


SECTION 7.05.               Notice of
Defaults.  If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within the earlier of 90 days after it occurs or
30 days after it is known to a Trust Officer or written notice of it is
received by the Trustee.  Except in the
case of a Default in payment of principal of, premium, if any, or interest on
any Note (including payments pursuant to the redemption provisions of such
Note), the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interests of Holders.


 


SECTION 7.06.               Reports by
Trustee to Holders.  As promptly as
practicable after each March 15 beginning with the March 15 following
the date of this Indenture, and in any event prior to May 15 in each year,
the Trustee shall mail to each Holder a brief report dated as of such March 15
that complies with Section 313(a) of the TIA if and to the extent
required thereby.  The Trustee shall also
comply with Section 313(b) of the TIA.


 


53

















 


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


 


SECTION 7.07.               Compensation and
Indemnity.  The Company shall pay to
the Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee for its services.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts.  The Company and each Note Guarantor, jointly
and severally shall indemnify the Trustee against any and all loss, liability
or expense (including reasonable attorneys’ fees and expenses) incurred by or
in connection with the administration of this trust and the performance of its
duties hereunder.  The Trustee shall
notify the Company of any claim for which it may seek indemnity promptly upon
obtaining actual knowledge thereof; provided, however, that any
failure so to notify the Company shall not relieve the Company or any Note
Guarantor of its indemnity obligations hereunder.  The Company shall defend the claim and the
indemnified party shall provide reasonable cooperation at the Company’s expense
in the defense.  Such indemnified parties
may have separate counsel and the Company and the Note Guarantors, as
applicable, shall pay the fees and expenses of such counsel; provided, however,
that the Company shall not be required to pay such fees and expenses if it
assumes such indemnified parties’ defense and, in such indemnified parties’
reasonable judgment, there is no conflict of interest between the Company and
the Note Guarantors, as applicable, and such parties in connection with such
defense.  The Company need not reimburse
any expense or indemnify against any loss, liability or expense incurred by an
indemnified party through such party’s own wilful misconduct, negligence or bad
faith.


 


To secure the
Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Notes on all money or property held or collected by the Trustee
other than money or property held in trust to pay principal of and interest and
any Liquidated Damages on particular Notes.


 


The Company’s
payment obligations pursuant to this Section shall survive the satisfaction
or discharge of this Indenture, any rejection or termination of this Indenture
under any bankruptcy law or the resignation or removal of the Trustee.  Without prejudice to any other rights
available to the Trustee under applicable law, when the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.01(f) or (g) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.


 


SECTION 7.08.               Replacement of
Trustee.  The Trustee may resign at
any time by so notifying the Company. 
The Holders of a majority in principal amount of the Notes may remove
the Trustee by so notifying the Trustee and may appoint a successor
Trustee.  The Company shall remove the
Trustee if:


 


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


 


(b)           the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(d)           the
Trustee otherwise becomes incapable of acting.


 


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


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company.  Thereupon
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  The
successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall, upon payment of
its charges, promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07.


 


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


 


If the Trustee
fails to comply with Section 7.10, unless the Trustee’s duty to resign is
stayed as provided in TIA Section 310(b), any Holder who has been a bona
fide Holder of a Note for at least six months may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company’s obligations
under Section 7.07 shall continue for the benefit of the retiring Trustee.


 


SECTION 7.09.               Successor
Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.


 


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


 


SECTION 7.10.               Eligibility;
Disqualification.  The Trustee shall
at all times satisfy the requirements of TIA Section 310(a).  The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition.  


 


55

















 


The Trustee shall comply with
TIA Section 310(b) subject to its right to apply for a stay of its
duty to resign under the penultimate paragraph of TIA Section 310(b); provided,
however, that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.


 


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


 


ARTICLE 8


 


Discharge of Indenture; Defeasance


 


SECTION 8.01.               Discharge of
Liability on Notes; Defeasance.


 


(a)           When
(i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.08)
have been canceled or delivered to the Trustee for cancellation or (ii) all
outstanding Notes have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article 3
hereof, and the Company irrevocably deposits with the Trustee funds in an
amount sufficient or U.S. Government Obligations, the principal of and interest
on which will be sufficient, or a combination thereof sufficient, in the
written opinion of a firm of independent public accountants delivered to the
Trustee (which delivery shall only be required if U.S. Government Obligations
have been so deposited) to pay principal of and interest on the outstanding
Notes when due at maturity or upon redemption, including interest thereon to
maturity or such Redemption Date (other than Notes replaced or paid pursuant to
Section 2.08), and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c),
be discharged and cease to be of further effect.  The Trustee shall acknowledge satisfaction
and discharge of this Indenture on demand of the Company accompanied by an
Officers’ Certificate and an Opinion of Counsel and at the cost and expense of
the Company.


 


(b)           Subject
to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all
of its obligations under the Notes and this Indenture (“legal defeasance
option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13 and 4.14 and the operation of Section 4.06(a)(iii),
6.01(d), 6.01(e), 6.01(f ) (with respect to Significant Subsidiaries of the
Company only) and 6.01(g) (with respect to Significant Subsidiaries of the
Company only) (“covenant defeasance option”).  The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance
option.  In the event that the Company
terminates all of its obligations under the Notes and this Indenture by exercising
its legal defeasance option, the obligations under the Note Guarantees shall
each be terminated simultaneously with the termination of such obligations.


 


If the Company
exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default. 
If the Company exercises its covenant defeasance option, payment of the
Notes may not be accelerated because of an Event of Default specified in Section 6.01(d),
6.01(f) (with respect to Significant Subsidiaries of the Company only), 


 


56

















 


6.01(g) (with respect to
Significant Subsidiaries of the Company only) or 6.01(h) or because of the
failure of the Company to comply with Section 5.01(a)(ii).


 


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


 


(c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections
2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall
survive until the Notes have been paid in full. 
Thereafter, the Company’s obligations in Sections 7.07, 8.04, 8.05 and
8.06 shall survive.


 


SECTION 8.02.               Conditions to
Defeasance.  The Company may exercise
its legal defeasance option or its covenant defeasance option only if:


 


(a)           the
Company irrevocably deposits in trust with the Trustee money in an amount
sufficient or U.S. Government Obligations, the principal of and interest on
which will be sufficient, or a combination thereof sufficient, to pay the
principal, premium (if any) and interest on the Notes when due at maturity or
redemption, as the case may be, including interest thereon to maturity or such
Redemption Date;


 


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


 


(c)           123
days pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(f) or (g) with respect to the Company
occurs which is continuing at the end of the period;


 


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


 


(e)           [Reserved];


 


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


 


(g)           in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders will not recognize
income, gain or loss for Federal income tax purposes as a result of such
deposit and 


 


57

















 


covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such deposit and covenant defeasance had
not occurred; and


 


(h)           the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Notes as contemplated by this Article 8 have been
complied with.


 


Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Notes at a future date in accordance with Article 3.


 


SECTION 8.03.               Application of
Trust Money.  The Trustee shall hold
in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8.  It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
of and interest on the Notes.


 


SECTION 8.04.               Repayment to Company.  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any money or U.S. Government
Obligations held by it as provided in this Article which, in the written
opinion of a nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if U.S. Government
Obligations have been so deposited), are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent discharge or defeasance
in accordance with this Article.


 


Subject to any
applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon written request any money held by them for the payment of
principal or interest that remains unclaimed for two years, and, thereafter,
Holders entitled to the money must look to the Company for payment as general
creditors and the Trustee and the Paying Agent shall have no further liability
with respect to such monies.


 


SECTION 8.05.               Indemnity for
Government Obligations.  The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.


 


SECTION 8.06.               Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article 8 until such time as the Trustee or Paying Agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this Article 8;
provided, however, that, if the Company has made any payment of
interest on or principal of any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


 


58

















 


ARTICLE 9


 


Amendments


 


SECTION 9.01.               Without Consent
of Holders.  The Company, the Note
Guarantors and the Trustee may amend this Indenture or the Notes without notice
to or consent of any Holder:


 


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


 


(b)           with
respect to any matters set forth in Article 5, in compliance with the
terms thereof;


 


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


 


(d)           [Reserved];


 


(e)           to
add additional Guarantees with respect to the Notes or to secure the Notes; provided
that an amendment for the foregoing purpose need not be executed by the Note
Guarantors in order to comply with this Section 9.01;


 


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


 


(g)           to
comply with any requirement of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA;


 


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


 


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


 


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


 


SECTION 9.02.               With Consent of
Holders.  The Company, the Note
Guarantors and the Trustee may amend this Indenture or the Notes without notice
to any Holder but with the written consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange for the Notes).  However, without the consent of each Holder
affected, an amendment may not:


 


59

















 


(a)           reduce
the amount of Notes whose Holders must consent to an amendment;


 


(b)           reduce
the rate of or extend the time for payment of interest or any Liquidated
Damages on any Note;


 


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


 


(d)           reduce
the premium payable upon the redemption of any Note or change the time at which
any Note may be redeemed in accordance with Article 3 and paragraph 5 of
the Notes.


 


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


 


(f)            [Reserved];


 


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


 


(h)           make
any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02;
or


 


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


 


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


 


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


 


SECTION 9.03.               Compliance with
Trust Indenture Act.  Every amendment
to this Indenture or the Notes shall comply with the TIA as then in effect.


 


SECTION 9.04.               Revocation and
Effect of Consents and Waivers.  A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder’s Note, even if notation of the consent
or waiver is not made on the Note. 
However, any such Holder or subsequent Holder may revoke the consent or
waiver as to such Holder’s Note or portion of the Note if the Trustee receives
the notice of revocation before the date on which the Trustee receives an Officers’
Certificate from the Company certifying that the requisite consents have been
received.  After an amendment or waiver becomes
effective, it shall bind every Holder. 
An amendment or waiver becomes effective upon the (a) receipt by
the Company or the Trustee of the requisite consents, (b) satisfaction of
conditions to effectiveness as set forth in this Indenture and any indenture
supplemental hereto containing such amendment or waiver and (c) 


 


60

















 


execution of such amendment or
waiver (or supplemental indenture) by the Company and the Trustee.


 


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


 


SECTION 9.05.               Notation on or
Exchange of Notes.  If an amendment
changes the terms of a Note, the Trustee may require the Holder of the Note to
deliver it to the Trustee.  The Trustee
may place an appropriate notation the changed terms and return it to the
Holder.  Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Note shall issue and
the Trustee shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or
to issue a new Note shall not affect the validity of such amendment.


 


SECTION 9.06.               Trustee To Sign
Amendments.  The Trustee shall sign
any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign
it.  In signing such amendment the
Trustee shall receive indemnity reasonably satisfactory to it and shall
receive, and (subject to Section 7.01) shall be fully protected in
conclusively relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture and
that such amendment is the legal, valid and binding obligation of the Company
and the Note Guarantors enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including Section 9.03).


 


SECTION 9.07.               Payment for
Consent.  Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Notes unless such consideration is offered
to be paid to all Holders that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.


 


ARTICLE 10


 


[Reserved]


 


ARTICLE 11


 


Note Guarantees


 


SECTION 11.01.             Note Guarantees.  Each Note Guarantor hereby jointly and
severally unconditionally Guarantees, as a primary obligor and not merely as a
surety, to each Holder and to the Trustee and its successors and assigns (a) the
full and punctual payment when 


 


61

















 


due, whether at Stated
Maturity, by acceleration, by redemption or otherwise, of all obligations of
the Company under this Indenture (including obligations to the Trustee) and the
Notes, whether for payment of principal of, interest on or Liquidated Damages
in respect of the Notes and all other monetary obligations of the Company under
this Indenture and the Notes and (b) the full and punctual performance
within applicable grace periods of all other obligations of the Company whether
for fees, expenses, indemnification or otherwise under this Indenture and the
Notes (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”).  Each Note Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice or further assent from each such Note
Guarantor, and that each such Note Guarantor shall remain bound under this Article 11
notwithstanding any extension or renewal of any Guaranteed Obligation.


 


Each Note
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 Note Guarantor
waives notice of any default under the Notes or the Guaranteed Obligations.  The obligations of each Note Guarantor
hereunder 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 this Indenture, the Notes or any other
agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Notes or any other agreement; (d) the release of
any security held by any Holder or the Trustee for the Guaranteed Obligations
or any of them; (e) the failure of any Holder or Trustee to exercise any
right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any
change in the ownership of such Note Guarantor, except as provided in Section 11.02(b).


 


Each Note
Guarantor hereby waives any right to which it may be entitled to have its
obligations hereunder divided among the Note Guarantors, such that such Note
Guarantor’s obligations would be less than the full amount claimed.  Each Note Guarantor hereby waives any right
to which it may be entitled to have the assets of the Company first be used and
depleted as payment of the Company’s or such Note Guarantor’s obligations
hereunder prior to any amounts being claimed from or paid by such Note
Guarantor hereunder.  Each Note Guarantor
hereby waives any right to which it may be entitled to require that the Company
be sued prior to an action being initiated against such Note Guarantor.


 


Each Note
Guarantor further agrees that its Note 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.


 


The Note
Guarantee of each Note Guarantor is effectively subordinated and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all senior Secured Indebtedness of the relevant Note
Guarantor and is made subject to such provisions of this Indenture.


 


Except as
expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of
each Note Guarantor hereunder 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 


 


62

















 


Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Note 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 this
Indenture, the Notes or any other agreement, by any waiver or modification of
any thereof, by any default, failure or delay, wilful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of any Note Guarantor or would otherwise operate as a
discharge of any Note Guarantor as a matter of law or equity.


 


Each Note
Guarantor agrees that its Note Guarantee is a continuing Guarantee and shall
remain in full force and effect until payment in full of all the Guaranteed
Obligations.  Each Note Guarantor further
agrees that its Note Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any 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.


 


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 Note 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 Note Guarantor hereby promises to
and shall, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the
sum of (a) the unpaid principal amount of such Guaranteed Obligations, (b) accrued
and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (c) all other monetary obligations of the Company
to the Holders and the Trustee.


 


Each Note
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guaranteed Obligations guaranteed
hereby until payment in full of all Guaranteed Obligations.  Each Note Guarantor further agrees that, as between
it, on the one hand, and the Holders and the Trustee, on the other hand, (a) the
maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as
provided in Article 6 for the purposes of any Note Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (b) in
the event of any declaration of acceleration of such Guaranteed Obligations as
provided in Article 6, such Guaranteed Obligations (whether or not due and
payable) shall forthwith become due and payable by such Note Guarantor for the
purposes of this Section 11.01.


 


Each Note
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder
in enforcing any rights under this Section 11.01.


 


Upon request
of the Trustee, each Note Guarantor shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.


 


63
















 


SECTION 11.02.        Limitation on Liability.


 


(a)           Any
term or provision of this Indenture to the contrary notwithstanding, the
maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by
any Note Guarantor shall not exceed the maximum amount that can be hereby
Guaranteed without rendering this Indenture, as it relates to such Note
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.


 


(b)           A
Note Guarantee as to any Note Guarantor shall terminate and be of no further
force or effect and such Note Guarantor shall be deemed to be released
automatically and without further action by it or the Company from all
obligations under this Article 11 upon (i) the merger or
consolidation of such Note Guarantor with or into any Person other than the Company
or a Subsidiary or Affiliate of the Company where such Note Guarantor is not
the surviving entity of such consolidation or merger, (ii) the liquidation
and dissolution of such Note Guarantor or (iii) the sale or transfer by
the Company or any Subsidiary of the Company of the Capital Stock of such Note
Guarantor (or by any other Person as a result of a foreclosure of any Lien on
such Capital Stock securing senior Secured Indebtedness), where, after such
sale or transfer, such Note Guarantor is no longer a Subsidiary of the Company;
provided, however, that each such merger, consolidation, sale or
transfer by the Company or such Subsidiary or Affiliate (1) shall comply
with this Indenture, including the provisions of Section 4.06 or (2) in
the case of a sale or transfer as a result of a foreclosure of any Lien
securing senior Secured Indebtedness by the holder of such Lien, the net
proceeds therefrom shall be applied in compliance with the terms of this
Indenture that would apply to a sale thereof by the Company.  At the request of the Company, the Trustee
shall execute and deliver an appropriate instrument evidencing such release (in
the form provided by the Company).


 


SECTION 11.03.        Successors and Assigns.  This Article 11 shall be binding upon
each Note Guarantor and its successors and assigns and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in
the Notes shall automatically extend to and be vested in such transferee or assignee,
all subject to the terms and conditions of this Indenture.


 


SECTION 11.04.        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 11 shall operate as a waiver thereof, nor 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 11 at law, in equity, by statute
or otherwise.


 


SECTION 11.05.        Modification.  No modification, amendment or waiver of any
provision of this Article 11, nor the consent to any departure by any Note
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 purpose for which given.  No notice to or demand on any Note Guarantor
in any case shall entitle such Note Guarantor to any other or further notice or
demand in the same, similar or other circumstances.


 


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SECTION 11.06.             Execution of
Supplemental Indenture for Future Note Guarantors.  Each Subsidiary which is required to become a
Note Guarantor pursuant to Section 4.11 shall promptly execute and deliver
to the Trustee a supplemental indenture in the form of Exhibit C
hereto pursuant to which such Subsidiary shall become a Note Guarantor under
this Article 11 and shall guarantee the Guaranteed Obligations.  Concurrently with the execution and delivery
of such supplemental indenture, the Company shall deliver to the Trustee an
Opinion of Counsel and an Officers’ Certificate to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating
to creditors’ rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Note Guarantee of such Note
Guarantor is a legal, valid and binding obligation of such Note Guarantor,
enforceable against such Note Guarantor in accordance with its terms and to
such other matters as the Trustee may reasonably request.


 


SECTION 11.07.             Non-Impairment.  The failure to endorse a Note Guarantee on
any Note shall not affect or impair the validity thereof.


 


ARTICLE 12


 


[Reserved]


 


ARTICLE 13


 


Miscellaneous


 


SECTION 13.01.             Trust Indenture
Act Controls.  If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by, or with another provision (an “incorporated provision”)
included in this Indenture by operation of, TIA Sections 310 to 318, inclusive,
such imposed duties or incorporated provision shall control.


 


SECTION 13.02.             Notices.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:


 


if to the
Company:


 


Source
Interlink Companies, Inc. 


27500
Riverview Center Blvd., Suite 400 


Bonita
Springs, Florida 34134


 


Attention of:
General Counsel


 


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if to the Trustee:


 


HSBC Bank USA,
National Association


452 Fifth
Avenue


New York, NY
10018


 


Attention of:
Corporate Trust and Loan Agency


 


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


 


Any notice or
communication mailed to a Holder shall be mailed, first class mail, to the
Holder at the Holder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.


 


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


 


SECTION 13.03.             Communication of
Holders with Other Holders.  Holders
may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).


 


SECTION 13.04.             Certificate and
Opinion as to Conditions Precedent. 
Upon any request or application by the Company to the Trustee to take or
refrain from taking any action under this Indenture, the Company shall furnish
to the Trustee:


 


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


 


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


 


SECTION 13.05.             Statements
Required in Certificate or Opinion. 
Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture (other than pursuant to Section 4.09)
shall include:


 


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


 


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


 


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


 


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


 


SECTION 13.06.             When Notes
Disregarded.  In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, any Note Guarantor or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Note Guarantor shall
be disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which a Trust Officer actually knows
are so owned shall be so disregarded. 
Subject to the foregoing, only Notes outstanding at the time shall be
considered in any such determination.


 


SECTION 13.07.             Rules by
Trustee, Paying Agent and Registrar. 
The Trustee may make reasonable rules for action by or a meeting of
Holders.  The Registrar and the Paying
Agent may make reasonable rules for their functions.


 


SECTION 13.08.             Legal Holidays.  A “Legal Holiday” is a Saturday, a
Sunday or other day on which banking institutions are not required by law or by
regulation to be open in the State of New York. 
If a payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.  If a regular
record date is a Legal Holiday, the record date shall not be affected.


 


SECTION 13.09.             GOVERNING LAW.  THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.  EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 13.10.             No Recourse
Against Others.  A director, officer,
employee or stockholder, as such, of the Company or any Note Guarantor shall
not have any liability for any obligations of the Company or such Note
Guarantor under the Notes or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  By accepting a Note, each Holder shall waive
and release all such liability.  The
waiver and release shall be part of the consideration for the issue of the
Notes.


 


SECTION 13.11.             Successors.  All agreements of the Company and each Note
Guarantor in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


SECTION 13.12.             Multiple Originals.  The parties may sign any number of copies of
this Indenture.  Each signed copy shall
be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


 


SECTION 13.13.             Table of Contents;
Headings.  The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for 


 


67

















 


convenience of reference only,
are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 


SECTION 13.14.             Force Majeure.  In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


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


 


	
   

  	
  On behalf of

  
	
   

  	
   

  
	
   

  	
  SOURCE INTERLINK COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SOURCE INTERLINK INTERNATIONAL, INC.

  
	
   

  	
  SOURCE HOME ENTERTAINMENT, INC.

  
	
   

  	
  SOURCE-CHESTNUT DISPLAY SYSTEMS, INC.

  
	
   

  	
  THE INTERLINK COMPANIES, INC.

  
	
   

  	
  MOTOR TREND AUTO SHOWS INC.

  
	
   

  	
  ENTHUSIAST MEDIA SUBSCRIPTION COMPANY, INC.

  
	
   

  	
  CANOE & KAYAK, INC.

  
	
   

  	
  DIRECTTOU, INC.

  
	
   

  	
  AEC DIRECT, INC.

  
	
   

  	
  INTERNATIONAL PERIODICAL DISTRIBUTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOURCE INTERLINK MEDIA, LLC

  
	
   

  	
  SOURCE MID-ATLANTIC NEWS, LLC

  
	
   

  	
  SOURCE INTERLINK DISTRIBUTION, LLC

  
	
   

  	
  SOURCE-SCN SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Source Interlink Companies, Inc.

  
	
   

  	
  Their: 

  	
  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


69

















 


	
   

  	
  SOURCE INTERLINK MAGAZINES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Source Interlink Media, LLC

  
	
   

  	
  Its:

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Source Interlink Companies, Inc.

  
	
   

  	
  Its:

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RDS LOGISTICS, LLC

  
	
   

  	
  ALLIANCE ENTERTAINMENT, LLC

  
	
   

  	
  SOURCE INTERLINK RETAIL SERVICES, LLC

  
	
   

  	
  SOURCE INTERLINK MANUFACTURING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Source
  Interlink Distribution, LLC

  
	
   

  	
  Their: 

  	
   Sole
  Member

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Source Interlink Companies, Inc.

  
	
   

  	
  Its:

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


70

















 


	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION, 

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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