EXECUTION
        COPY

       

      
        

        

      

       

    

    MAGICAL
      INSIGHT INVESTMENTS LIMITED

     

    RMB
      150,000,000

     

    USD-SETTLED

     

    GUARANTEED
      SENIOR NOTES DUE 2014

     

    
      
        

      

       

    

    INDENTURE

     

    Dated
      January 11, 2008

     

    
      
 

    THE
      HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED,

    as
      Trustee

     

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      INDENTURE dated January 11, 2008 is by and among MAGICAL INSIGHT INVESTMENTS
      LIMITED, a British Virgin Islands corporation (the “Company”),
      the
      Guarantors listed on the signature pages hereto, and THE HONGKONG AND SHANGHAI
      BANKING CORPORATION LIMITED, as trustee (the “Trustee”)
      and
      the Collateral Agent (the “Collateral
      Agent”).

     

    The
      Company has duly authorized the creation of an issue of USD-Settled Guaranteed
      Senior Notes due 2014 (the “Notes”)
      of the
      amount and substantially the tenor hereinafter set forth and, to provide
      therefor, the Company has duly authorized the execution and delivery of this
      Indenture. All things necessary to make the Notes, when duly issued and executed
      by the Company, and authenticated and delivered hereunder, the valid obligations
      of the Company, and to make this Indenture a valid and binding agreement of
      the
      Company, have been done. The Company, the Guarantor, the Trustee and the
      Collateral Agent agree as follows for the benefit of each other and for the
      equal and ratable benefit of the Holders of the Notes issued under this
      Indenture:

     

    ARTICLE
      1.


     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    Section
      1.01. Definitions.

     

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

     

    “Additional
      Amounts”
means,
      with respect to any Note, (i) an amount equal to the Dollar Equivalent of 5.0%
      of the principal amount of the RMB Notional Amount due and payable by the
      Company to the holder thereof if the Qualifying Listing is not obtained as
      of
      January 12, 2009, such Additional Amounts in this clause (i) being due and
      payable no later than January 21, 2009 and (ii) an amount equal to the Dollar
      Equivalent of 5.0% of the principal amount of the RMB Notional Amount due and
      payable by the Company to the holder thereof if none of the Qualified Accounting
      Firms has been appointed as the Company’s auditor as of October 10, 2008 and
      audited the Company’s financial statements for the preceding year, such
      Additional Amounts in this clause (ii) being due and payable no later than
      October 21, 2008. For all purposes of this Indenture, the term “premium” shall
      include Additional Amounts, if any, with respect to the Notes.

     

    “Additional
      Assets”
      means:

     

    (a)
      any
      Property (other than cash, Cash Equivalent and securities) to be owned by the
      Company or any of its Subsidiaries and used in a Related Business; or


     

    (b)
      Capital Stock of a Person that becomes a Subsidiary of the Company as a result
      of the acquisition of such Capital Stock by the Company or another Subsidiary
      of
      the Company from any Person other than the Company or an Affiliate of the
      Company; provided,
      however,
      that,
      in the case of clause (b), such Subsidiary is primarily engaged in a Related
      Business.

     

    “Affiliate”
of
      any
      specified Person means:

     

    (a) any
      other
      Person directly or indirectly controlling or controlled by or under direct
      or
      indirect common control with such specified Person, or 

     

    (b)
      any
      other Person who is a director or officer of:

     

    (1)
      such
      specified Person, 

     

    (2)
      any
      Subsidiary of such specified Person, or

    


    (3)
      any
      Person described in clause (a) above, or

     

    
      
        
        

      

      
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    (c)
      any
      spouse, parent, child, brother or sister of any Person described in (a) or
      (b)
      above. 

     

    For
      the
      purposes of this definition, “control,” when used with respect to any Person,
      means the power to direct the management and policies of such Person, directly
      or indirectly, whether through the ownership of voting securities, by contract
      or otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing. For purposes of Section
      4.12
      and
Section
      4.14
      and the
      definition of “Additional Assets” only, “Affiliate” shall also mean any
      Beneficial Owner of shares representing 5% or more of the total voting power
      of
      the Voting Stock (on a fully diluted basis) of the Parent 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. Notwithstanding the foregoing, in no event shall
      Abax Lotus Ltd. or any of its Affiliates be considered an Affiliate of the
      Company.

     

    “Agent”
means
      any Registrar, co-registrar, Paying Agent or additional paying
      agent.

     

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

     

    “Asset
      Sale”
means
      any sale, lease, transfer, issuance or other disposition (or series of related
      sales, leases, transfers, issuances or dispositions) by the Company or any
      of
      its Subsidiaries, 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 Subsidiary of the Company (other than directors’
qualifying shares), or

     

    (b)
      any
      other Property of the Company or any of its Subsidiaries outside of the ordinary
      course of business of the Company or such Subsidiary, 

     

    other
      than, in the case of clause (a) or (b) above, 

     

    (1)
      any
      disposition by a Subsidiary of the Company to the Company or by the Company
      or
      one of its Subsidiaries to a Wholly Owned Subsidiary, 

     

    (2)
      any
      disposition that constitutes a Permitted Investment or Restricted Payment
      permitted by Section
      4.10,

     

    (3)
      any
      disposition effected in compliance with the first paragraph of Section
      5.01,
      

     

    (4)
      any
      disposition of inventory of the Company or any of its Subsidiaries in the
      ordinary course of business, or inventory or other property that in the
      reasonable judgment of the Company have become uneconomic, obsolete or worn
      out,

     

    (5)
      the
      sale or discount of accounts receivable in connection with the compromise or
      collection thereof in the ordinary course of business, and

     

    (6)
      any
      disposition in a single transaction or a series of related transactions of
      assets for aggregate consideration of less than US$1.0 million.

     

    “Attributable
      Debt”
in
      respect of a Sale and Leaseback Transaction means, at any date of determination,
      

     

    (a)
      if
      such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount
      of
      Debt represented thereby according to the definition of “Capital Lease
      Obligations,” and 

     

    
      
        
        

      

      
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    (b)
      in
      all other instances, the present value (discounted at the weighted average
      interest rate borne by the Notes, compounded annually in the most recently
      completed twelve months) of the total obligations of the lessee for rental
      payments during the remaining term of the lease included in such Sale and
      Leaseback Transaction (including any period for which such lease has been
      extended).

     

    “Average
      Life”
means,
      as of any date of determination, with respect to any Debt or Preferred Stock,
      the quotient obtained by dividing:

     

    (a)
      the
      sum of the product of the numbers of years (rounded to the nearest one-twelfth
      of one year) from the date of determination to the dates of each successive
      scheduled principal payment of such Debt or 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.

     

    “Bankruptcy
      Law”
means
      Title 11, U.S. Code or any similar federal or state law for the relief of
      debtors, or the law of any other jurisdiction relating to bankruptcy,
      insolvency, winding up, liquidation, reorganization or relief of
      debtors.

     

    “Beneficial
      Owner”
has
      the
      meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
      Act, except that in calculating the beneficial ownership of any particular
      “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such
“person” shall be deemed to have beneficial ownership of all securities that
      such “person” has the right to acquire by conversion or exercise of other
      securities, whether such right is currently exercisable or is exercisable only
      upon the occurrence of a subsequent condition or passage of time. The terms
      “Beneficially Owns” and “Beneficially Owned” have a corresponding
      meaning.

     

    “Board
      of Directors”
means
      (1) in respect of a corporation, the board of directors of the corporation,
      or
      (except if used in the definition of “Change of Control”) any duly authorized
      committee thereof; and (2) in respect of any other Person, the board or
      committee of that Person serving an equivalent function.

     

    “Board
      Resolution”
of
      a
      Person means a copy of a resolution certified by the secretary or an assistant
      secretary (or individual performing comparable duties) of the applicable Person
      to have been duly adopted by the Board of Directors of such Person and to be
      in
      full force and effect on the date of such certification, and delivered to the
      Trustee.

     

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

     

    “Capital
      Lease Obligations”
means
      any obligation under a lease that is required to be capitalized for financial
      reporting purposes in accordance with GAAP; and the amount of Debt represented
      by such obligation shall be the capitalized amount of such obligations
      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 terminated by the lessee without
      payment of a penalty. For purposes of Section
      4.11
      a
      Capital Lease Obligation shall be deemed secured by a Lien on the Property
      being
      leased.

     

    “Capital
      Stock”
means,
      with respect to any Person, any shares or other equivalents (however designated)
      of any class of corporate stock or partnership interests or any other
      participations, rights, warrants, options or other interests in the nature
      of an
      equity interest in such Person, including Preferred Stock, but excluding any
      debt security convertible or exchangeable into such equity
      interest.

     

    “Capital
      Stock Sale Proceeds”
means
      the aggregate cash proceeds received by the Parent from the issuance or sale
      (other than to a Subsidiary of the Parent or an employee stock ownership plan
      or
      trust established by the Parent or any such Subsidiary for the benefit of their
      employees) by the Parent of its Capital Stock (other than Disqualified Stock)
      after the Issue Date, 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.

     

    
      
        
        

      

      
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    “Cash
      Equivalents”
means
      any of the following: 

     

    (a)
      Investments in U.S. Government Securities maturing within 365 days of the date
      of acquisition thereof; 

     

    (b)
      Investments in time deposit accounts, certificates of deposit and money market
      deposits maturing within 90 days of the date of acquisition thereof issued
      by a
      bank or trust company organized under the laws of the United States of America
      or any state thereof having capital, surplus and undivided profits aggregating
      in excess of US$500 million and whose long-term debt is rated “A-3” or “A-” or
      higher according to Moody’s or S&P (or such similar equivalent rating by at
      least one “nationally recognized statistical rating organization” (as defined in
      Rule 436 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) entered into with:

     

    (1)
      a
      bank meeting the qualifications described in clause (b) above, or 

     

    (2)
      any
      primary government securities dealer reporting to the Market Reports Division
      of
      the Federal Reserve Bank of New York; 

     

    (d)
      Investments in commercial paper, maturing not more than 90 days after the date
      of acquisition, issued by a corporation (other than an Affiliate of the Company)
      organized and in existence under the laws of the United States of America with
      a
      rating at the time as of which any Investment therein is made of “P-1” (or
      higher) according to Moody’s or “A-1” (or higher) according to S&P (or such
      similar equivalent rating by at least one “nationally recognized statistical
      rating organization” (as defined in Rule 436 under the Securities
      Act));

     

    (e)
      direct obligations (or certificates representing an ownership interest in such
      obligations) of any state of the United States of America (including any agency
      or instrumentality thereof) for the payment of which the full faith and credit
      of such state are pledged and which are not callable or redeemable at the
      issuer’s option, provided
      that:

     

    (1)
      the
      long-term debt of such state is rated “A-3” or “A-” or higher according to
      Moody’s or S&P (or such similar equivalent rating by at least one
“nationally recognized statistical rating organization” (as defined in Rule 436
      under the Securities Act)), and

     

    (2)
      such
      obligations mature within 180 days of the date of acquisition thereof;
      and

     

    (f)
      time
      deposit accounts, certificates of deposit and money market deposits with (i)
      Bank of China, Industrial and Commercial Bank of China, China Construction
      Bank
      and China Merchants Bank or (ii) any other bank or trust company organized
      under
      the laws of the PRC whose long-term debt is rated as high or higher than any
      of
      those banks.

     

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

     

    (a)
      prior
      to the first Public Equity Offering after the Issue Date, the Permitted Holders
      cease to be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange
      Act, except that a Person will be deemed to have “beneficial ownership” of all
      shares that any such Person has the right to acquire, whether such right is
      exercisable immediately or only after the passage of time), directly or
      indirectly, of at least 30% of the total voting power of the Voting Stock of
      the
      Parent, whether as a result of the issuance of securities of the Parent, any
      merger, consolidation, liquidation or dissolution of the Parent, any direct
      or
      indirect transfer of securities by the Permitted Holders or otherwise (for
      purposes of this clause (a), the Permitted Holders will be deemed to
      beneficially own any Voting Stock of a specified corporation held by a parent
      corporation so long as the Permitted Holders beneficially own, directly or
      indirectly, in the aggregate a majority of the total voting power of the Voting
      Stock of such parent corporation); or

     

    
      
        
        

      

      
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    (b)
      on or
      after the first Public Equity Offering after the Issue Date, any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act
      or any successor provisions to either of the foregoing), including any group
      acting for the purpose of acquiring, holding, voting or disposing of securities
      within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any
      one or more of the Permitted Holders, becomes the “beneficial owner” (as defined
      in Rule 13d-3 under the Exchange Act, except that a person will be deemed to
      have “beneficial ownership” of all shares that any such person has the right to
      acquire, whether such right is exercisable immediately or only after the passage
      of time), directly or indirectly, of 35% or more of the total voting power
      of
      the Voting Stock of the Company; provided,
      however,
      that
      the Permitted Holders are the “beneficial owners” (as defined in Rule 13d-3
      under the Exchange Act, except that a person will be deemed to have “beneficial
      ownership” of all shares that any such person has the right to acquire, whether
      such right is exercisable immediately or only after the passage of time),
      directly or indirectly, in the aggregate of a lesser percentage of the total
      voting power of the Voting Stock of the Company than such other person or group
      (for purposes of this clause (b), such person or group shall be deemed to
      beneficially own any Voting Stock of a corporation held by any other corporation
      (the “parent corporation”) so long as such person or group beneficially owns,
      directly or indirectly, in the aggregate at least a majority of the total voting
      power of the Voting Stock of such parent corporation); or

     

    (c)
      the
      sale, transfer, assignment, lease, conveyance or other disposition, directly
      or
      indirectly, of all or substantially all the Property of the Parent and its
      Subsidiaries, considered as a whole (other than a disposition of such Property
      as an entirety or virtually as an entirety to a Wholly Owned Subsidiary or
      one
      or more Permitted Holders), shall have occurred, or the Parent merges,
      consolidates or amalgamates with or into any other Person (other than one or
      more Permitted Holders) or any other Person (other than one or more Permitted
      Holders) merges, consolidates or amalgamates with or into the Parent, in any
      such event pursuant to a transaction in which the outstanding Voting Stock
      of
      the Parent is reclassified into or exchanged for cash, securities or other
      Property, other than any such transaction where: 

     

    (1)
      the
      outstanding Voting Stock of the Parent is reclassified into or exchanged for
      other Voting Stock of the Parent or for Voting Stock of the Surviving Person,
      and 

     

    (2)
      the
      holders of the Voting Stock of the Parent immediately prior to such transaction
      own, directly or indirectly, not less than a majority of the Voting Stock of
      the
      Parent or the Surviving Person immediately after such transaction and in
      substantially the same proportion as before the transaction; or

     

    (d)
      Continuing Directors cease for any reason to constitute a majority of the Board
      of Directors then in office; or 

     

    (e)
      the
      shareholders of the Parent shall have approved any plan of liquidation or
      dissolution of the Parent.

     

    “Clearstream” means
      Clearstream Banking, société
      anonyme,
      and any
      successor thereto.

     

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

     

    “Collateral”
means
      all the collateral described in the Security Documents.

     

    
      
        
        

      

      
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    “Collateral
      Agent”
means
      The Hongkong and Shanghai Banking Corporation Limited, and any successor
      collateral agent appointed pursuant to the terms of this Indenture.

     

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

     

    “Commodity
      Price Protection Agreement”
means,
      in respect of a Person, any forward contract, commodity swap agreement,
      commodity option agreement or other similar agreement or arrangement designed
      to
      protect such Person against fluctuations in commodity prices.

     

    “Common
      Depositary”
means,
      with respect to the Notes issuable or issued in global form, the Person
      specified in Section
      2.03(b)
      hereof
      as the Common Depositary to Euroclear and Clearstream with respect to the Notes,
      and any and all successors thereto appointed as depositary hereunder and having
      become such pursuant to the applicable provisions of this
      Indenture.

     

    “Common
      Stock”
means
      any stock of any class of the Parent which has no preference in respect of
      dividends or of amounts payable in the event of any voluntary or involuntary
      liquidation, dissolution or winding up of the Parent and which is not subject
      to
      redemption by the Parent.

     

    “Company”
is
      defined in the preamble.

     

    “Consolidated
      Interest Expense”
means,
      for any period, the total interest expense of the Parent and its consolidated
      Subsidiaries, plus, to the extent not included in such total interest expense,
      and to the extent Incurred by the Parent or its Subsidiaries, without
      duplication,

     

    (a)
      interest expense attributable to leases constituting part of a Sale and
      Leaseback Transaction and to Capital Lease Obligations, 

     

    (b)
      amortization of debt discount and debt issuance cost, including commitment
      fees,


     

    (c)
      capitalized interest, 

     

    (d)
      non-cash interest expense, 

     

    (e)
      commissions, discounts and other fees and charges owed with respect to letters
      of credit and banker’s acceptance financing, 

     

    (f)
      net
      costs or payments, if any, associated with Hedging Obligations (including
      amortization of fees), 

     

    (g)
      Disqualified Stock Dividends (other than dividends payable in Capital Stock
      other than Disqualified Stock), 

     

    (h)
      Preferred Stock Dividends (other than dividends payable in Capital Stock other
      than Disqualified Stock), 

     

    (i)
      interest accruing on any Debt of any other Person to the extent such Debt is
      guaranteed by the Company or any of its Subsidiaries, and 

     

    (j)
      the
      cash contributions to any employee stock ownership plan or similar trust, if
      any
      and to the extent such contributions are used by such plan or trust to pay
      interest or fees to any Person (other than the Parent) in connection with Debt
      Incurred by such plan or trust.

     

    “Consolidated
      Net Income”
means,
      for any period, the net income (loss) of the Parent and its consolidated
      Subsidiaries; provided,
      however,
      that
      there shall not be included in such Consolidated Net Income:

     

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

     

    (1)
      subject to the exclusions contained in clauses (c), (d) and (e) below, equity
      of
      the Parent and its consolidated Subsidiaries in the net income of any such
      Person for such period shall be included in such Consolidated Net Income up
      to
      the aggregate amount of cash distributed by such Person during such period
      to
      the Parent or any of its Subsidiaries as a dividend or other distribution
      (subject, in the case of a dividend or other distribution to such Subsidiary,
      to
      the limitations contained in clause (b) below), and 

     

    
      
        
        

      

      
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    (2)
      the
      equity of the Parent and its consolidated Subsidiaries in a net loss of any
      such
      Person for such period shall be included in determining such Consolidated Net
      Income, 

     

    (b)
      any
      net income (loss) of any Subsidiary of the Parent if such Subsidiary is subject
      to restrictions, directly or indirectly, on the payment of dividends or the
      making of distributions, directly or indirectly, to the Parent, except
      that:

     

    (1)
      subject to the exclusions contained in clauses (c), (d) and (e) below, the
      equity of the Parent and its consolidated Subsidiaries in the net income of
      any
      such Subsidiary for such period shall be included in such Consolidated Net
      Income up to the aggregate amount of cash distributed by such Subsidiary during
      such period to the Parent or another of its Subsidiaries as a dividend or other
      distribution (subject, in the case of a dividend or other distribution to
      another Subsidiary of the Parent, to the limitation contained in this clause),
      and

     

    (2)
      the
      equity of the Parent and its consolidated Subsidiaries in a net loss of any
      such
      Subsidiary for such period shall be included in determining such Consolidated
      Net Income, 

     

    (c)
      any
      gain (but not loss) realized upon the sale or other disposition of any Property
      of the Parent or any of its consolidated Subsidiaries (including pursuant to
      any
      Sale and Leaseback Transaction) that is not sold or otherwise disposed of in
      the
      ordinary course of business,

     

    (d)
      any
      extraordinary gain or loss, 

     

    (e)
      the
      cumulative effect of a change in accounting principles, 

     

    (f)
      non-cash gains or losses due solely to fluctuations in currency values (and
      related tax effects), and

     

    (g)
      any
      non-cash compensation expense realized for grants of performance shares, stock
      options or other rights to officers, directors and employees of the Parent
      or
      any of its Subsidiaries, provided
      that
      such shares, options or other rights can be redeemed at the option of the holder
      only for Capital Stock of the Parent (other than Disqualified
      Stock).

     

    “Consolidated
      Net Worth”
means
      the total of the amounts shown on the consolidated balance sheet of the Parent
      and its Subsidiaries as of the end of the most recent Fiscal Quarter of the
      Parent ending at least 45 days prior to the taking of any action for the purpose
      of which the determination is being made, as:

     

    (a)
      the
      par or stated value of all outstanding Capital Stock of the Parent, plus


     

    (b)
      paid-in capital or capital surplus relating to such Capital Stock, plus


     

    (c)
      any
      retained earnings or earned surplus, less:

     

    (1)
      any
      accumulated deficit, and 

     

    
      
        
        

      

      
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    (2)
      any
      amounts attributable to Disqualified Stock. or any equity security convertible
      into or exchangeable for Debt, the cost of treasury stock and the principal
      amount of any promissory notes receivable from the sale of Capital Stock of
      the
      Parent or any of its Subsidiaries, each item to be determined in conformity
      with
      GAAP.

     

    “Continuing
      Directors”
means,
      as of any date of determination, any member of the Board of Directors of the
      Parent who (a) was a member of such Board of Directors on the date of this
      Indenture or (b) was nominated for election to such Board of Directors by,
      or
      whose election was ratified with the approval of, a majority of the Continuing
      Directors who were members of such Board of Directors at the time of such
      nomination or election.

     

    “Credit
      Facilities”
means,
      with respect to the PRC Subsidiaries, one or more debt or commercial paper
      facilities with banks or other institutional lenders in the PRC providing
      for revolving credit loans, term loans, receivables or inventory financing
      (including through the sale of receivables or inventory to such lenders or
      to
      special purpose, bankruptcy remote entities formed to borrow from such lenders
      against such receivables or inventory) or trade letters of credit, in each case
      together with any Refinancings thereof by any lender or syndicate of
      lenders.

     

    “Currency
      Exchange Protection Agreement”
means,
      in respect of a Person, any foreign exchange contract, currency swap agreement,
      currency option or other similar agreement or arrangement designed to protect
      such Person against fluctuations in currency exchange rates. 

     

    “Custodian”
means,
      with respect to the Notes issuable or issued in global form, the Person
      specified in Section
      2.03(c)
      as
      Custodian with respect to the Notes, and any and all successors thereto
      appointed as custodian hereunder and having become such pursuant to the
      applicable provisions of this Indenture.

     

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

     

    (a)
      the
      principal of and premium (if any) in respect of:

     

    (1)
      debt
      of such Person for money borrowed, and

     

    (2)
      debt
      evidenced by notes, debentures, bonds or other similar instruments for the
      payment of which such Person is responsible or liable; 

     

    (b)
      all
      Capital Lease Obligations of such Person and all Attributable Debt in respect
      of
      Sale and Leaseback Transactions entered into by such Person; 

     

    (c)
      all
      obligations of such Person representing the deferred purchase price of Property,
      all conditional sale obligations of such Person and all obligations of such
      Person under any title retention agreement (but excluding in all events under
      this clause (c) trade accounts payable arising in the ordinary course of
      business, and excluding, in the case of any purchase by the Company or any
      of
      its Subsidiaries of a Person that becomes a Subsidiary, post-closing payment
      adjustments to which the seller may become entitled to the extent such payment
      is determined by a final closing balance sheet or such payment depends on the
      performance of such business after the closing of such transaction; provided,
      however,
      that at
      the time of closing, the amount of any such payment is not determinable, and,
      to
      the extent such payment thereafter becomes fixed and determined, the amount
      is
      paid within 30 days thereafter); 

     

    (d)
      all
      obligations of such Person for the reimbursement of any obligor on any letter
      of
      credit, banker’s acceptance or similar credit transaction (other than
      obligations with respect to letters of credit securing obligations (other than
      obligations described in (a) through (c) above) entered into in the ordinary
      course of business of such Person to the extent such letters of credit are
      not
      drawn upon or, if and to the extent drawn upon, such drawing is reimbursed
      no
      later than the third Business Day following receipt by such Person of a demand
      for reimbursement following payment on the letter of credit); 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (e)
      the
      amount of all obligations of such Person with respect to the Repayment of any
      Disqualified Stock or, with respect to any Subsidiary of such Person, any
      Preferred Stock (but excluding, in each case, any accrued dividends);


     

    (f)
      all
      obligations of the type referred to in clauses (a) through (e) above 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; 

     

    (g)
      all
      obligations of the type referred to in clauses (a) through (f) above of other
      Persons secured by any Lien on any Property of such Person (whether or not
      such
      obligation is assumed by such Person), the amount of such obligation being
      deemed to be the lesser of the Fair Market Value of such Property and the amount
      of the obligation so secured; and 

     

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

     

    The
      amount of Debt of any Person at any date shall be the outstanding balance,
      or
      the accreted value of such Debt in the case of Debt issued with original issue
      discount, 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. The amount of Debt
      represented by a Hedging Obligation shall be equal to the notional amount of
      such Hedging Obligation. 

     

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

     

    “Definitive
      Note”
means
      a
      certificated Note registered in the name of the Holder thereof and issued in
      accordance with Section
      2.06
      or
2.10
      hereof,
      in substantially the form of Exhibit
      A
      hereto
      except that such Note shall not bear the Global Note Legend and shall not have
      the “Schedule of Exchanges of Interests in the Global Note” attached
      thereto.

     

    “Delisting”
of
      the
      Parent’s Common Stock will be deemed to have occurred if, as a result of any
      reason attributable to the Company, (i) prior to a Qualifying Listing, the
      Common Stock ceases trading on Over-the-Counter Bulletin Board in the United
      States, (ii) at any time after a Qualifying Listing, the Common Stock is neither
      listed for trading on a United States national securities exchange, listed
      for
      trading on a United States national or regional securities exchange nor approved
      for trading on any of the Nasdaq’s Capital Market, Global Market, Global Select
      Market, London Stock Exchange, Singapore Stock Exchange (Main Board) and Hong
      Kong Stock Exchange (Main Board), or (iii) trading in the Parent’s Common Stock
      on any such exchange or market has been suspended for ten or more consecutive
      Trading Days.

     

    “Disqualified
      Stock”
means
      any Capital Stock of the Parent or any of its Subsidiaries that by its terms
      (or
      by the terms of any security into which it is convertible or for which it is
      exchangeable, in either case at the option of the holder thereof) or
      otherwise:

     

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

     

    (b)
      is or
      may become redeemable or repurchaseable at the option of the holder thereof,
      in
      whole or in part, or 

     

    (c)
      is
      convertible or exchangeable at the option of the holder thereof for Debt or
      Disqualified Stock,

     

    on
      or
      prior to, in the case of clause (a), (b) or (c), the first anniversary of the
      Stated Maturity of the Notes.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Disqualified
      Stock Dividends”
means
      all dividends with respect to Disqualified Stock of the Parent held by Persons
      other than a Wholly Owned Subsidiary. The amount of any such dividend shall
      be
      equal to the quotient of such dividend divided by the difference between one
      and
      the maximum statutory federal income tax rate (expressed as a decimal number
      between 1 and 0) then applicable to the Parent.

     

    “Distribution
      Compliance Expiration Date”
means
      the 41st day after the later of (i) the day on which the Notes were first
      offered to Persons other than distributors (as defined in Regulation S under
      the
      Securities Act) and (ii) the Issue Date.

     

    “Dollar”
or
      “$”
or
      “US$”
means
      a
      dollar or other equivalent unit in such coin or currency of the United States
      as
      at the time shall be legal tender for the payment of public and private
      debts.

     

    “Dollar
      Equivalent”
means,
      at any time for the determination thereof, the amount of Dollars obtained by
      converting RMB into Dollars at the base rate for the purchase of Dollars with
      RMB as quoted by the People’s Bank of China at Noon (Beijing time) two Business
      Days prior to the date of determination.

     

    “EBITDA”
means,
      for any period, an amount equal to, for the Parent and its consolidated
      Subsidiaries:

     

    (a)
      the
      sum of Consolidated Net Income for such period, plus the following to the extent
      deducted in calculating Consolidated Net Income for such period: 

     

    (1)
      the
      provision for taxes based on income or profits or utilized in computing net
      loss,

     

    (2)
      Consolidated Interest Expense,

     

    (3)
      depreciation, 

     

    (4)
      amortization of intangibles and, without duplication, amortization of
      capitalized debt issuance costs for such period, and 

     

    (5)
      any
      charges (and related tax effects) recorded by Parent, the Company or any
      Subsidiary as a result of the impairment of goodwill under GAAP,

     

    (6)
      any
      other non-cash items (other than any such non-cash item to the extent that
      it
      represents an accrual of, or reserve for, cash expenditures in any future
      period), minus 

     

    (b)
      all
      non-cash items increasing Consolidated Net Income for such period. 

     

    provided
      that (1)
      if any Subsidiary is not a Wholly Owned Subsidiary, EBITDA shall be reduced
      (to
      the extent not otherwise reduced in accordance with GAAP) by an amount equal
      to
      (A) the amount of the Consolidated Net Income attributable to such Subsidiary
      multiplied by (B) the percentage ownership interest in the income of such
      Subsidiary not owned on the last day of such period by the Company or any of
      its
      Subsidiaries and (2) in the case of any PRC CJV (consolidated in accordance
      with
      GAAP), EBITDA shall be reduced (to the extent not already reduced in accordance
      with GAAP) by any payments, distributions or amounts (including the Fair Market
      Value of any non-cash payments, distributions or amounts) required to be made
      or
      paid by such PRC CJV to the PRC CJV Partner, or to which the PRC CJV Partner
      otherwise has a right or is entitled, pursuant to the joint venture agreement
      governing such PRC CJV. 

     

    “Euroclear”
means
      Euroclear Bank, S.A./N.V., and any successor thereto.

     

    “Exchange
      Act”
means
      the U.S. Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder, as in effect from time to time.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Fair
      Market Value”
means,
      with respect to any Property at the time of determination, the price that could
      be negotiated in an arm’s-length free market transaction, for cash, between a
      willing seller and a willing buyer, neither of whom is under undue pressure
      or
      compulsion to complete the transaction. Fair Market Value shall be determined,
      except as otherwise provided,

     

    (a)
      if
      such Property has a Fair Market Value equal to or less than US$1.0 million,
      by
      any Officer of the Parent, or 

     

    (b)
      if
      such Property has a Fair Market Value in excess of US$1.0 million, by a majority
      of the Board of Directors of the Parent and evidenced by a Board Resolution
      or
      an Independent Financial Advisor and evidenced by a written opinion from such
      Independent Financial Advisor if such Property has a Fair Market Value in excess
      of US$5.0 million, dated within 30 days of the relevant transaction, delivered
      to the Trustee.

     

    “Fiscal
      Quarter”
means
      each of the three month periods ending on March 31, June 30, September 30 and
      December 31.

     

    “Fixed
      Charge Coverage Ratio”
means,
      as of any date of determination, the ratio of:

     

    (a)
      the
      aggregate amount of EBITDA for the most recent four consecutive Fiscal Quarters
      ending prior to such determination date to 

     

    (b)
      Consolidated Interest Expense for such four Fiscal Quarters; 

     

    provided, however,
      that:

     

    (1)
      if


     

    (A)
      since
      the beginning of such period the Parent or any of its Subsidiaries has Incurred
      any Debt that remains outstanding or Repaid any Debt, or 

     

    (B)
      the
      transaction giving rise to the need to calculate the Fixed Charge Coverage
      Ratio
      is an Incurrence or Repayment of Debt, 

     

    Consolidated
      Interest Expense for such period shall be calculated after giving effect on
      a
pro
      forma basis
      to
      such Incurrence or Repayment as if such Debt was Incurred or Repaid on the
      first
      day of such period, provided
      that,
      in
      the event of any such Repayment of Debt, EBITDA for such period shall be
      calculated as if the Parent or such Subsidiary had not earned any interest
      income actually earned during such period in respect of the funds used to Repay
      such Debt, and provided
      further
      that the
      amount of Debt Incurred under revolving credit facilities shall be deemed to
      be
      the average daily balance of such Debt during such period (or any shorter period
      in which such facilities are in effect) and

     

    (2)
      if


     

    (A)
      since
      the beginning of such period the Parent or any of its Subsidiaries shall have
      made any Asset Sale or an Investment (by merger or otherwise) in any Subsidiary
      of the Parent (or any Person which becomes a Subsidiary of the Parent) or an
      acquisition of Property which constitutes all or substantially all of an
      operating unit of a business, 

     

    (B)
      the
      transaction giving rise to the need to calculate the Fixed Charge Coverage
      Ratio
      is such an Asset Sale, Investment or acquisition, or 

     

    (C)
      since
      the beginning of such period any Person (that subsequently became a Subsidiary
      of the Parent or was merged with or into the Parent or any Subsidiary of the
      Parent since the beginning of such period) shall have made such an Asset Sale,
      Investment or acquisition, 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    then
      EBITDA for such period shall be calculated after giving pro
      forma
      effect
      to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment
      or acquisition had occurred on the first day of such period. 

     

    If
      any
      Debt bears a floating rate of interest and is being given pro
      forma
      effect,
      the interest expense on such Debt shall be calculated as if the base interest
      rate in effect for such floating rate of interest on the date of determination
      had been the applicable base interest rate for the entire period (taking into
      account any Interest Rate Agreement applicable to such Debt if such Interest
      Rate Agreement has a remaining term in excess of 12 months). In the event the
      Capital Stock of any Subsidiary of the Parent is sold during the period, the
      Parent shall be deemed, for purposes of clause (1) above, to have Repaid during
      such period the Debt of such Subsidiary to the extent the Parent and its
      continuing Subsidiaries are no longer liable for such Debt after such
      sale.

     

    “GAAP”
means
      United States generally accepted accounting principles as in effect on the
      Issue
      Date, including those set forth in:

     

    (a)
      the
      opinions and pronouncements of the Accounting Principles Board of the American
      Institute of Certified Public Accountants, 

     

    (b)
      the
      statements and pronouncements of the Financial Accounting Standards Board,
      

     

    (c)
      such
      other statements by such other entity as approved by a significant segment
      of
      the accounting profession, and 

     

    (d)
      the
      rules and regulations of the Commission governing the inclusion of financial
      statements (including pro
      forma financial
      statements) in periodic reports required to be filed pursuant to Section 13
      of
      the Exchange Act, including opinions and pronouncements in staff accounting
      bulletins and similar written statements from the accounting staff of the
      Commission. 

     

    All
      ratios and computations based on GAAP contained in this Indenture will be
      computed in conformity with GAAP.

     

    “Global
      Note Legend”
means
      the legend set forth on all Global Notes issued under this
      Indenture.

     

    “Global
      Notes”
means
      the global Notes in the form of Exhibit
      A
      hereto
      issued in accordance with Article
      2
      hereof.

     

    “Governmental
      Approval”
means
      any authorization of or by, consent of, approval of, license from, ruling of,
      permit from, tariff by, rate of, certification by, exemption from, filing with
      (except any filing relating to the perfection of security interests), variance
      from, claim of, order from, judgment from, decree of, publication to or by,
      notice to, declaration of or with or registration by or with any Governmental
      Authority, whether tacit or express.

     

    “Governmental
      Authority”
means
      any federal, state, national, provincial, municipal, local, territorial or
      other
      government department, ministry (including local counterparts thereof),
      commission, board, agency, regulatory authority, instrumentality, judicial
      or
      administrative body, domestic or foreign.

     

    “guarantee”
means
      any obligation, contingent or otherwise, of any Person directly or indirectly
      guaranteeing any Debt 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
      Debt of such other Person (whether arising by virtue of partnership
      arrangements, or by agreements to keep-well, to purchase assets, goods,
      securities or services, to take-or-pay or to maintain financial statement
      conditions or otherwise), or 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b)
      entered into for the purpose of assuring in any other manner the obligee against
      loss in respect thereof (in whole or in part); 

     

    provided,
      however,
      that the
      term “guarantee” shall not include:

     

    (1)
      endorsements for collection or deposit in the ordinary course of business,
      or


     

    (2)
      a
      contractual commitment by one Person to invest in another Person for so long
      as
      such Investment is reasonably expected to constitute a Permitted Investment
      under clause (a), (b) or (c) of the definition of “Permitted Investment.”


     

    The
      term
“guarantee” used as a verb has a corresponding meaning. The term “guarantor”
shall mean any Person Guaranteeing any obligation. 

     

    “Guarantee”
means
      the Guarantee of the Notes by each of the Guarantors pursuant to Article
      9
      and in
      the form of the Guarantee attached as Exhibit
      B
      and any
      additional Guarantee of the Notes to be executed by any Subsidiary of the
      Company pursuant to Section
      4.17

     

    “Guarantor”
means
      the Parent and each Subsidiary of the Company that becomes a Guarantor pursuant
      to Section
      4.17
      or who
      otherwise executes and delivers a supplemental indenture (in form satisfactory
      to the Trustee) to the Trustee providing for a Guarantee; provided
      that any
      Person constituting a Guarantor as described above shall cease to constitute
      a
      Guarantor when its respective Guarantee is released in accordance with the
      terms
      of this Indenture.

     

    “Hedging
      Obligation”
of
      any
      Person means any obligation of such Person pursuant to any Interest Rate
      Agreement, Currency Exchange Protection Agreement, Commodity Price Protection
      Agreement or any other similar agreement or arrangement. 

     

    “Holder”
or
      “holder”
means
      a
      Person in whose name a Note is registered in the Security Register.

     

    “Incur”
means,
      with respect to any Debt or other obligation of any Person, to create, issue,
      incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee
      or become liable in respect of such Debt or other obligation or the recording,
      as required pursuant to GAAP or otherwise, of any such Debt or obligation on
      the
      balance sheet of such Person (and “Incurrence” and “Incurred” shall have
      meanings correlative to the foregoing); provided,
      however,
      that a
      change in GAAP that results in an obligation of such Person that exists at
      such
      time, and is not theretofore classified as Debt, becoming Debt shall not be
      deemed an Incurrence of such Debt; provided
      further,
      however,
      that
      any Debt or other obligations 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 Subsidiary at the time it
      becomes a Subsidiary; and provided
      further, however,
      that
      solely for purposes of determining compliance with Section
      4.09,
      amortization of debt discount shall not be deemed to be the Incurrence of Debt,
      provided
      that in
      the case of Debt sold at a discount, the amount of such Debt Incurred shall
      at
      all times be the aggregate principal amount at Stated Maturity. 

     

    “Indemnified
      Taxes”
means
      all Taxes other than Excluded Taxes.

     

    “Indenture”
means
      this instrument, as originally executed or as it may from time to time be
      supplemented or amended in accordance with Article
      8
      hereof.

     

    “Independent
      Financial Advisor”
means
      an investment banking firm of international standing or any third party
      appraiser of international standing, provided
      that
      such firm or appraiser is not an Affiliate of the Parent. 

     

    “Interest
      Payment Dates”
shall
      have the meaning set forth in paragraph 1 of each Note.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Interest
      Period”
means
      the period commencing on and including an Interest Payment Date and ending
      on
      and excluding the next succeeding Interest Payment Date, with the exception
      that
      the first Interest Period shall commence on and include the Issue Date and
      end
      on and exclude July 10, 2008.

     

    “Interest
      Rate Agreement”
means,
      for any Person, any interest rate swap agreement, interest rate cap agreement,
      interest rate collar agreement or other similar agreement designed to protect
      against fluctuations in interest rates.

     

    “Investment”
by
      any
      Person means any direct or indirect loan (other than advances to customers
      in
      the ordinary course of business that are recorded as accounts receivable on
      the
      balance sheet of such Person), advance or other extension of credit or capital
      contribution (by means of transfers of cash or other Property to others or
      payments for Property or services for the account or use of others, or
      otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase
      or
      acquisition of Capital Stock, bonds, notes, debentures or other securities
      or
      evidence of Debt issued by, any other Person. 

     

    In
      determining the amount of any Investment made by transfer of any Property other
      than cash, such Property shall be valued at its Fair Market Value at the time
      of
      such Investment.

     

    “Issue
      Date”
means
      January 11, 2008.

     

    “Legal
      Holiday”
means
      a
      Saturday, a Sunday or a day on which banking institutions in Hong Kong, the
      PRC,
      the city in which the Specified Office of the Trustee is located or any other
      place of payment on the Notes are authorized by law, regulation or executive
      order to remain closed. 

     

    “Leverage
      Ratio”
means
      the ratio of:

     

    (a)
      the
      outstanding Debt of the Parent and its Subsidiaries on a consolidated basis,
      to


     

    (b)
      EBITDA for the most recently completed four Fiscal Quarters; provided,
      however,

     

    (1)
      if:

     

    (A)
      since
      the beginning of such period the Parent or any of its Subsidiaries has Incurred
      any Debt that remains outstanding or Repaid any Debt, or 

     

    (B)
      the
      transaction giving rise to the need to calculate the Leverage Ratio is an
      Incurrence or Repayment of Debt, 

     

    Consolidated
      Interest Expense for such period shall be calculated after giving effect on
      a
pro
      forma basis
      to
      such Incurrence or Repayment as if such Debt was Incurred or Repaid on the
      first
      day of such period, provided
      that,
      in
      the event of any such Repayment of Debt, EBITDA for such period shall be
      calculated as if the Parent or such Subsidiary had not earned any interest
      income actually earned during such period in respect of the funds used to Repay
      such Debt, and provided
      further
      that the
      amount of Debt Incurred under revolving credit facilities shall be deemed to
      be
      the average daily balance of such Debt during such period (or any shorter period
      in which such facilities are in effect) and

     

    (2)
      if


     

    (a)
      since
      the beginning of such period, the Parent or any of its Subsidiaries shall have
      made any Asset Sale or an Investment (by merger or otherwise) in any Subsidiary
      of the Parent (or any Person that becomes such a Subsidiary) or an acquisition
      of Property, 

     

    (b)
      the
      transaction giving rise to the need to calculate the Leverage Ratio is such
      an
      Asset Sale, Investment or acquisition, or 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (c)
      since
      the beginning of such period any Person (that subsequently became a Subsidiary
      of the Parent or was merged with or into the Parent or any of its Subsidiaries
      since the beginning of such period) shall have made such an Asset Sale,
      Investment or acquisition, 

     

    EBITDA
      for such period shall be calculated after giving pro
      forma
      effect
      to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment
      or acquisition occurred on the first day of such period.

     

    If
      any
      Debt bears a floating rate of interest and is being given pro
      forma
      effect,
      the interest expense on such Debt shall be calculated as if the base interest
      rate in effect for such floating rate of interest on the date of determination
      had been the applicable base interest rate for the entire period (taking into
      account any Interest Rate Agreement applicable to such Debt if such Interest
      Rate Agreement has a remaining term in excess of 12 months). In the event the
      Capital Stock of any Subsidiary of the Parent is sold during the period, the
      Parent shall be deemed, for purposes of clause (1) above, to have Repaid during
      such period the Debt of such Subsidiary to the extent the Parent and its
      continuing Subsidiaries are no longer liable for such Debt after such
      sale.

     

    “Lien”
means,
      with respect to any Property of any Person, any mortgage or deed of trust,
      pledge, hypothecation, assignment, deposit arrangement, security interest,
      lien,
      charge, easement (other than any easement not materially impairing usefulness
      or
      marketability), encumbrance, preference, priority or other security agreement
      or
      preferential arrangement of any kind or nature whatsoever on or with respect
      to
      such Property (including any Capital Lease Obligation, conditional sale or
      other
      title retention agreement having substantially the same economic effect as
      any
      of the foregoing or any Sale and Leaseback Transaction). 

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the property, business, operations, financial
      condition, liabilities or capitalization of the Parent or any of its
      Subsidiaries, (b) the ability of any such Person to perform its payment
      obligations or any of its material obligations under any of the Security
      Documents to which such Person is a party, (c) the validity or enforceability
      of
      any of the Security Documents, (d) the material rights and remedies of the
      Trustee or the Collateral Agent under any of the Security Documents or (e)
      the
      timely payment of any principal or premium of, or interest on, any of the
      Notes.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc. or any successor to the rating agency business
      thereof.

     

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

     

    (a)
      all
      legal, title and recording tax expenses, commissions and other fees and expenses
      incurred, and all U.S. federal, state, national, provincial, foreign and local
      taxes required to be accrued as a liability under GAAP, as a consequence of
      such
      Asset Sale, 

     

    (b)
      all
      payments made on or in respect of any Debt that is secured by any Property
      subject to such Asset Sale, in accordance with the terms of any Lien upon such
      Property, or which must by its terms, or in order to obtain a necessary consent
      to such Asset Sale, or by applicable law, be repaid out of the proceeds from
      such Asset Sale, 

     

    (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 Sale, and
      

     

    (d)
      the
      deduction of appropriate amounts provided by the seller as a reserve, in
      accordance with GAAP, against any liabilities associated with the Property
      disposed of in such Asset Sale and retained by the Company or any of its
      Subsidiaries after such Asset Sale.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Note
      Obligations”
means
      the Notes, the Guarantees and all other obligations of any obligor under this
      Indenture, the Notes, the Guarantees and the Security Documents. 

     

    “Notes”
is
      defined in the preamble.

     

    “Obligations”
means
      all obligations for principal, premium, interest, penalties, fees,
      indemnifications, reimbursements, damages and other liabilities payable under
      the documentation governing any Debt.

     

    “Officer”
means,
      with respect to the Company or the Guarantor, its respective Chairman of the
      Board, the Chief Executive Officer, the President or any Vice President (whether
      or not designated by a number or numbers or word or words added before or after
      the title “Vice President”) and the Treasurer or any Assistant Treasurer, or the
      Secretary or Assistant Secretary.

     

    “Officers’
      Certificate”
means
      a
      certificate, signed by two Officers of the Company, at least one of whom shall
      be the principal executive officer or principal financial officer of the
      Company, and which certificate meets the requirements of Section
      12.04
      hereof
      and is delivered to the Trustee.

     

    “Opinion
      of Counsel”
means
      a
      written opinion from legal counsel of recognized standing which meets the
      requirements of Section
      12.04
      hereof.


     

    “Parent”
means
      China Mobile Media Technology Inc., a Nevada corporation.

     

    “Participant”
means,
      with respect to Euroclear or Clearstream, a Person who has an account with
      Euroclear or Clearstream, respectively.

     

    “Permitted
      Holders”
means
      Dr. Zhang Zhengyu, Mr. Ma Qing and Ms. Li Ming and his or her estate, spouse,
      ancestors and lineal descendants, any legal entity in which he or she holds
      a
      majority of the Voting Stock and “controls” such entity, or the legal
      representatives of any of the foregoing and the trustees of any bona fide trusts
      of which the foregoing are the sole beneficiaries or the grantors, or any Person
      of which the foregoing “beneficially owns” (as defined in Rule 13d-3 under the
      Exchange Act), individually or collectively with any of the foregoing, at least
      80% of the total voting power of the Voting Stock of such Person.

     

    “Permitted
      Investment”
means
      any Investment by the Company or any of its Subsidiaries in: 

     

    (a)
      the
      Company or any of its Subsidiaries engaged in a Related Business,

     

    (b)
      any
      Person that will, upon the making of such Investment, become a Subsidiary of
      the
      Company, provided
      that the
      primary business of such Subsidiary is a Related Business; 

     

    (c)
      any
      Person if as a result of such Investment such Person is merged or consolidated
      with or into, or transfers or conveys all or substantially all its Property
      to,
      the Company or a Subsidiary of the Company, provided
      that
      such Person’s primary business is a Related Business;

     

    (d)
      Cash
      Equivalents; 

     

    (e)
      receivables owing to the Company or any of its Subsidiaries, 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
      such Subsidiary deems reasonable under the circumstances; 

     

    (f)
      payroll, travel and similar advances to cover matters that are expected at
      the
      time of such advances ultimately to be treated as expenses under GAAP and that
      are made in the ordinary course of business;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (g)
      loans
      and advances to employees made in the ordinary course of business consistent
      with past practices of the Company or such Subsidiary, as the case may be,
      provided
      that
      such loans and advances do not exceed US$250,000 in the aggregate at any one
      time outstanding; 

     

    (h)
      stock, obligations or other securities received in settlement of debts created
      in the ordinary course of business and owing to the Company or one of its
      Subsidiaries or in satisfaction of judgments or pursuant to any plan of
      reorganization or similar arrangement upon the bankruptcy or insolvency of
      a
      debtor; 

     

    (i)
      any
      Person to the extent such Investment represents the non-cash portion of the
      consideration received in connection with (A) an Asset Sale consummated in
      compliance with Section
      4.12
      or (B)
      any disposition of Property not constituting an Asset Sale; and

     

    (j)
      Hedging Obligations by the Company or any Guarantor that are otherwise permitted
      to be incurred under this Indenture, and which were entered into for financial
      management of interest rates, foreign currency exchange rates or commodity
      prices and are directly related to transactions entered into by such Person
      in
      the ordinary course of its business, and not for speculative
      purposes.

     

    “Permitted
      Liens”
      means:

     

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

     

    (b)
      Liens
      securing, or created for the benefit of securing, the Notes and the
      Guarantees;

     

    (c)
      Liens
      to secure Debt permitted to be Incurred under clause (b) of the second paragraph
      of Section
      4.09
      and
      other obligations thereunder, provided
      that any
      such Lien is limited to the accounts receivable and inventory of the PRC
      Subsidiary;

     

    (d)
      Liens
      to secure Debt permitted to be Incurred under clause (c) of the second paragraph
      of Section
      4.09
      and
      other obligations thereunder; provided
      that
      any
      such Lien may not extend to any Property of the Company or any of its
      Subsidiaries, other than the Property acquired, constructed or leased with
      the
      proceeds of such Debt and any improvements or accessions to such
      Property;

     

    (e)
      Liens
      for taxes, assessments or governmental charges or levies on the Property of
      the
      Company or any of its Subsidiaries if the same shall not at the time be
      delinquent or thereafter can be paid without penalty, or are being contested
      in
      good faith and by appropriate proceedings promptly instituted and diligently
      concluded, provided
      that any
      reserve or other appropriate provision that shall be required in conformity
      with
      GAAP shall have been made therefor; 

     

    (f)
      Liens
      imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other
      similar Liens, on the Property of the Company or any of its Subsidiaries arising
      in the ordinary course of business and securing payment of obligations that
      are
      not more than 60 days past due or are being contested in good faith and by
      appropriate proceedings;

     

    (g)
      Liens
      on the Property of the Company or any of its Subsidiaries Incurred in the
      ordinary course of business to secure performance of obligations with respect
      to
      statutory or regulatory requirements, performance or return-of-money bonds,
      surety bonds or other obligations of a like nature and Incurred in a manner
      consistent with industry practice, in each case which are not Incurred in
      connection with the borrowing of money, the obtaining of advances or credit
      or
      the payment of the deferred purchase price of Property and which do not in
      the
      aggregate impair in any material respect the use of Property in the operation
      of
      the business of the Company and its Subsidiaries taken as a whole;

     

    (h)
      Liens
      on Property at the time the Company or any of its Subsidiaries acquired such
      Property, including any acquisition by means of a merger or consolidation with
      or into the Company or any of its Subsidiaries; provided,
      however,
      that
      any such Lien may not extend to any other Property of the Company or any of
      its
      Subsidiaries; provided
      further, that
      such
      Liens shall not have been Incurred in anticipation of or in connection with
      the
      transaction or series of transactions pursuant to which such Property was
      acquired by the Company or any of its Subsidiaries; 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (i)
      Liens
      on the Property of a Person at the time such Person becomes a Subsidiary of
      the
      Company; provided,
      however,
      that
      any such Lien may not extend to any other Property of the Company or any other
      Subsidiary of the Company that is not a direct Subsidiary of such Person;
provided
      further, that
      any
      such Lien was not Incurred in anticipation of or in connection with the
      transaction or series of transactions pursuant to which such Person became
      a
      Subsidiary of the Company; 

     

    (j)
      pledges or deposits by the Company or any of its Subsidiaries under workers’
compensation laws, unemployment insurance laws or similar legislation, or good
      faith deposits in connection with bids, tenders, contracts (other than for
      the
      payment of Debt) or leases to which the Company or any of its Subsidiaries
      is
      party, or deposits to secure public or statutory obligations of the Company,
      or
      deposits for the payment of rent, in each case Incurred in the ordinary course
      of business; 

     

    (k)
      utility easements, building restrictions and such other encumbrances or charges
      against real Property as are of a nature generally existing with respect to
      properties of a similar character;

     

    (l)
      Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for the sale of goods entered into by the Company or any of its
      Subsidiaries in the ordinary course of business in accordance with the past
      practices of the Company or any of its Subsidiaries;

     

    (m)
      bankers’ Liens, rights of setoff and other similar Liens existing solely with
      respect to cash and cash equivalents on deposit in one or more accounts
      maintained by the Company or any of its Subsidiaries, in each case granted
      in
      the ordinary course of business in favor of the bank or banks with which such
      accounts are maintained, securing amounts owing to such bank with respect to
      cash management and operating account arrangements, including those involving
      pooled accounts and netting arrangements; provided
      that,
      unless such Liens are non-consensual and arise by operation of law, in no case
      shall any such Lien secure (either directly or indirectly) the repayment of
      any
      Debt;

     

    (n)
      Liens
      existing on the Issue Date not otherwise described in clauses (a) through (m)
      above;

     

    (o)
      Liens
      on the Property of the Company or any of its Subsidiaries to secure any
      Refinancing, in whole or in part, of any Debt secured by Liens referred to
      in
      clause (h), (i) or (l) above; provided,
      however,
      that
      any such Lien shall be limited to all or part of the same Property that secured
      the original Lien (together with improvements and accessions to such Property),
      and the aggregate principal amount of Debt (and other obligations thereunder)
      that is secured by such Lien shall not be increased to an amount greater than
      the sum of:

     

    
      	 	
              (1)
                

            	
              the
                outstanding principal amount, or, if greater, the committed amount,
                of the
                Debt (and other obligations thereunder) secured by Liens described
                under
                clause (h), (i) or (n) above, as the case may be, at the time the
                original
                Lien became a Permitted Lien under this Indenture, and
                

            


    

     

    
      	 	
              (2)
                

            	
              an
                amount necessary to pay any fees and expenses, including premiums
                and
                defeasance costs, incurred by the Company or such Subsidiary in connection
                with such Refinancing.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Refinancing Debt”
means
      any Debt that Refinances any other Debt, including any successive Refinancings,
      so long as:

     

    (a)
      such
      Debt is in an aggregate principal amount (or if Incurred with original issue
      discount, an aggregate issue price) not in excess of the sum of: 

     

    (1)
      the
      aggregate principal amount (or if Incurred with original issue discount, the
      aggregate accreted value) then outstanding of the Debt being Refinanced,
      and

     

    (2)
      an
      amount necessary to pay any fees and expenses, including premiums and defeasance
      costs, related to such Refinancing, 

     

    (b)
      the
      Average Life of such Debt is equal to or greater than the Average Life of the
      Debt being Refinanced,

     

    (c)
      the
      Stated Maturity of such Debt is no earlier than the Stated Maturity of the
      Debt
      being Refinanced, 

     

    (d)
      the
      new Debt shall not be senior in right of payment to the Debt that is being
      Refinanced, and

     

    (e)
      the
      new Debt, the proceeds of which are used to Refinance the Notes or any Debt
      that
      is pari
      passu
      with or
      subordinate to the Notes or a Guarantee, shall only be permitted if (A) in
      case
      the Notes are refinanced in part or the Debt to be Refinanced is pari
      passu
      with the
      Notes or a Guarantee, such new Debt, by its terms or by terms of any agreement
      or instrument pursuant to which such new Debt is outstanding, is expressly
      made
pari
      passu
      with, or
      subordinate in right of payment to, the remaining Notes or such Guarantee,
      or
      (B) in case the Debt to be Refinanced is subordinated in right of payment to
      the
      Notes or a Guarantee, such new Debt, by its terms or by the terms of any
      agreement or instrument to which such new Debt is issued or remains outstanding,
      is expressly made subordinate in right of payment to the Notes or such Guarantee
      at least to the extent that the Debt to be Refinanced is subordinated to the
      Notes or the Guarantee;

     

    provided,
      however,
      that
      Permitted Refinancing Debt shall not include the Debt of any Subsidiary that
      is
      not a Guarantor, if such Debt is used to Refinance Debt of the Company or a
      Subsidiary. 

     

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

     

    “PRC”
means
      the People’s Republic of China, exclusive of Taiwan, Macau and Hong
      Kong.

     

    “PRC
      CJV”
means
      any Subsidiary that is a Sino-foreign cooperative joint venture enterprise
      with
      limited liability, established in the PRC pursuant to the Law of the People’s
      Republic of China on Sino-foreign Cooperative Joint Ventures adopted on April
      13, 1988 (as most recently amended on October 13, 2000) and the Detailed Rules
      for the Implementation of the Law of the People’s Republic of China on
      Sino-foreign Cooperative Joint Ventures promulgated on September 4, 1995, as
      such laws may be amended.

     

    PRC
      CJV Partner”
means
      with respect to a PRC CJV, the other party to the joint venture agreement
      relating to such PRC CJV with the Company or any Subsidiary.

     

    “Predecessor
      Note” of
      any
      particular Note means every previous Note evidencing all or a portion of the
      same Debt as that evidenced by such particular Note; and any Note authenticated
      and delivered under Section
      2.07
      in lieu
      of a lost, destroyed or stolen Note shall be deemed to evidence the same Debt
      as
      the lost, destroyed or stolen Note.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Preferred
      Stock”
means
      any Capital Stock of a Person, however designated, which entitles the holder
      thereof to a preference with respect 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 any other class of Capital Stock
      issued by such Person.

     

    “Preferred
      Stock Dividends”
means
      all dividends with respect to Preferred Stock of the Parent’s Subsidiaries held
      by Persons other than the Parent or any of its Wholly Owned Subsidiaries. The
      amount of any such dividend shall be equal to the quotient of such dividend
      divided by the difference between one and the maximum statutory federal income
      rate (expressed as a decimal number between 1 and 0) then applicable to the
      issuer of such Preferred Stock.

     

    “pro
      forma”
means,
      with respect to any calculation made or required to be made pursuant to the
      terms hereof, a calculation performed in accordance with Article 11 of
      Regulation S-X promulgated under the Securities Act, as interpreted in good
      faith by the Parent’s Board of Directors after consultation with the independent
      certified public accountants of the Parent, or otherwise a calculation made
      in
      good faith by the Board of Directors after consultation with the independent
      certified public accountants of the Company, as the case may be.

     

    “Promissory
      Notes”
means
      US$10 million in aggregate principal amount of promissory notes issued by the
      Parent and due June 15, 2008.

     

    “Property”
means,
      with respect to any Person, any interest of such Person in any kind of property
      or asset, whether real, personal or mixed, or tangible or intangible, including
      intellectual property rights and Capital Stock in, and other securities of,
      any
      other Person. For purposes of any calculation required pursuant to this
      Indenture, the value of any Property shall be its Fair Market
      Value.

     

    “Public
      Equity Offering”
means
      an underwritten public offering of common stock of the Company pursuant to
      an
      effective registration statement under the Securities Act.

     

    “Qualified
      Accounting Firms”
means
      PricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young, KPMG, BDO
      International, Grant Thornton International, RSM International, Baker Tilly
      International, Horwath International, Moores Rowland International, Moss Adams,
      J.H. Cohn, Crowe Chizek and Co. LLC, Plante & Moran PLLC and BKD
      LLP.

     

    “Qualifying
      Listing”
means
      a
      listing of the Common Stock on the Nasdaq Capital Market, Global Market and
      Global Select Market, the New York Stock Exchange, London Stock Exchange,
      Singapore Stock Exchange (Main Board) or Hong Kong Stock Exchange (Main Board)
      has been completed on or before, and maintained as of, January 12,
      2009.

     

    “Refinance”
means,
      in respect of any Debt, to refinance, extend, renew, refund or Repay (in whole
      or in part), or to issue other Debt, in exchange or replacement for (in whole
      or
      in part), such Debt. “Refinanced” and “Refinancing” shall have correlative
      meanings. 

     

    “Regular
      Record Date”
for
      the
      interest payable on any Interest Payment Date means the applicable date
      specified as a “Record Date” on the face of the Note.

     

    “Related
      Business”
means
      integrated multi-channel sales and marketing in the PRC, including but not
      limited to proprietary-branded digital mobile devices, including through
      TV-based direct response platforms and off-line distribution
      networks.

     

    “Repay”
means,
      in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease
      or
      otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative
      meanings. For purposes of Section
      4.12
      and the
      definitions of “Fixed Charge Coverage Ratio” and “Leverage Ratio,” Debt shall be
      considered to have been Repaid only to the extent the related loan commitment,
      if any, shall have been permanently reduced in connection therewith.


     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Responsible
      Officer,”
when
      used with respect to the Trustee, means any officer within the Corporate Trust
      Department of the Trustee (or any successor group of the Trustee) who is
      responsible for the administration of this Indenture. 

     

    “Restricted
      Payment”
      means:

     

    (a)
      any
      dividend or distribution (whether made in cash, securities or other Property)
      declared or paid on or with respect to any shares of Capital Stock of the Parent
      or any of its Subsidiaries (including any payment in connection with any merger
      or consolidation with or into the Parent or any of its Subsidiaries), except
      for
      any dividend or distribution that is made solely to the Parent or any of its
      Subsidiaries (and, if such Subsidiary is not a Wholly Owned Subsidiary, to
      the
      other shareholders of such Subsidiary on a pro
      rata basis
      or
      on a basis that results in the receipt by the Parent or any of its Subsidiaries
      of dividends or distributions of greater value than it would receive on a
pro
      rata basis)
      or
      any dividend or distribution payable solely in shares of Capital Stock (other
      than Disqualified Stock) of the Parent; 

     

    (b)
      the
      purchase, repurchase, redemption, acquisition or retirement for value of any
      Capital Stock of the Parent or any of its Subsidiaries (other than from the
      Parent or any of its Subsidiaries) or any securities exchangeable for or
      convertible into any such Capital Stock, including the exercise of any option
      to
      exchange any Capital Stock (other than for or into Capital Stock of the Parent
      that is not Disqualified Stock); 

     

    (c)
      the
      purchase, repurchase, redemption, acquisition or retirement for value, prior
      to
      the date for any scheduled maturity, sinking fund or amortization or other
      installment payment, of any Subordinated Obligation (other than the purchase,
      repurchase or other acquisition of any Subordinated Obligation purchased in
      anticipation of satisfying a scheduled maturity, sinking fund or amortization
      or
      other installment obligation, in each case due within one year of the date
      of
      acquisition); or

     

    (d)
      any
      Investment (other than Permitted Investments) in any Person.

     

    “RMB”
means
      the lawful currency of the PRC.

     

    “RMB
      Notional Amount”
      initially means RMB150,000,000.

     

    “S&P”
means
      Standard & Poor’s Ratings Services, a division of McGraw Hill, Inc., or any
      successor to the rating agency business thereof.

     

    “Sale
      and Leaseback Transaction”
means
      any direct or indirect arrangement relating to Property now owned or hereafter
      acquired whereby the Company or any of its Subsidiaries transfers such Property
      to another Person and the Company or any of its Subsidiaries leases it from
      such
      Person. 

     

    “Securities
      Act”
means
      the U.S. Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder, as in effect from time to time.

     

    “Security
      Documents”
means
      each of the following instruments and documents in favor of the Collateral
      Agent
      for the benefit of the holders of the Notes, the Guarantees and all other
      obligations of any obligor under this Indenture, the Notes, the Guarantees
      and
      the Security Documents, whenever incurred, and also for the benefit of the
      present and future holders of all other Note Obligations and any document
      perfecting such security interests pursuant to the terms of Article
      10
      hereof:
      (i) a first charge over shares in the Company, (ii) a first charge over shares
      in Hi-Tech Wealth International Holding Ltd., a British Virgin Islands
      corporation, (iii) a first charge over shares in Hi-Tech Wealth International
      Investment Holding Limited, a British Virgin Islands corporation, (iv) a first
      charge over 76% of the shares in Star Cluster Incorporated, a British Virgin
      Islands corporation, (v) the WFOE Equity Pledges, and (vi) any one or more
      security agreements, pledge agreements, collateral assignments, mortgages,
      deeds
      of trust or other grants or transfers for security executed and delivered by
      the
      Company, any Person beneficially owning Capital Stock issued by the Company,
      or
      any other obligor creating a Lien upon Capital Stock issued by the Company
      or
      upon property owned or to be acquired by the Company or such other
      obligor.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Senior
      Debt”
of
      the
      Company means:

     

    (a)
      all
      obligations consisting of the principal, premium, if any, and accrued and unpaid
      interest (including interest accruing on or after the filing of any petition
      in
      bankruptcy or for reorganization relating to the Company whether or not such
      post-filing interest is allowed in such proceeding) in respect of:

     

    (1)
      Debt
      of the Company for borrowed money, and

     

    (2)
      Debt
      of the Company evidenced by notes, debentures, bonds or other similar
      instruments permitted under this Indenture for the payment of which the Company
      is responsible or liable; 

     

    (b)
      all
      Capital Lease Obligations of the Company and all Attributable Debt in respect
      of
      Sale and Leaseback Transactions entered into by the Company; 

     

    (c)
      all
      obligations of the Company 

     

    (1)
      for
      the reimbursement of any obligor on any letter of credit, banker’s acceptance or
      similar credit transaction, 

     

    (2)
      under
      Hedging Obligations, or 

     

    (3)
      issued or assumed as the deferred purchase price of Property and all conditional
      sale obligations of the Company and all obligations under any title retention
      agreement permitted under this Indenture; and

     

    (d)
      all
      obligations of other Persons of the type referred to in clauses (a), (b) and
      (c)
      for the payment of which the Company is responsible or liable as
      Guarantor;

     

    provided,
      however,
      that
      Senior Debt shall not include:

     

    (A)
      Debt
      of the Company that is by its terms subordinate in right of payment to the
      Notes, including any
      Subordinated Obligations; 

     

    (B)
      any
      Debt Incurred in violation of the provisions of this Indenture; 

     

    (C)
      accounts payable or any other obligations of the Company to trade creditors
      created or assumed by the Company in the ordinary course of business in
      connection with the obtaining of materials or services (including Guarantees
      thereof or instruments evidencing such liabilities); 

     

    (D)
      any
      liability for U.S. federal, state, national, provincial, local or other taxes
      owed or owing by the Company; 

     

    (E)
      any
      obligation of the Company to any of its Subsidiaries; or

     

    (F)
      any
      obligations with respect to any Capital Stock of the Company. 

     

    To
      the
      extent that any payment of Senior Debt (whether by or on behalf of the Company
      as proceeds of security or enforcement or any right of setoff or otherwise)
      is
      declared to be fraudulent or preferential, set aside or required to be paid
      to a
      trustee, receiver or other similar party under any bankruptcy, insolvency,
      receivership or similar law, then if such payment is recovered by, or paid
      over
      to, such trustee, receiver or other similar party, the Senior Debt or part
      thereof originally intended to be satisfied shall be deemed to be reinstated
      and
      outstanding as if such payment had not occurred. 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Senior
      Debt” of any Guarantor has a correlative meaning.

     

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

     

    “Specified
      Office of the Trustee”
shall
      be at the address of the Trustee specified in Section
      12.01
      hereof,
      or such other address as to which the Trustee may give notice to the
      Company.

     

    “Stated
      Maturity”
means,
      with respect to any installment of interest or principal on any series of Debt
      (including, without limitation, a scheduled repayment or a scheduled sinking
      fund payment), the date on which the payment of interest or principal was
      scheduled to be paid in the original documentation governing such Debt, and
      will
      not include any contingent obligations to repay, redeem or repurchase any such
      interest or principal prior to the date originally scheduled for the payment
      hereof.

     

    “Subordinated
      Obligation”
means
      any Debt of the Parent or any Guarantor (whether outstanding on the Issue Date
      or thereafter Incurred) that is subordinate or junior in right of payment to
      the
      Notes or the applicable Guarantee pursuant to a written agreement to that
      effect. 

     

    “Subsidiary,”
means,
      in respect of any person (the “first person”) at any particular time, any other
      person (the “second person”):

     

    (a)
      Control: whose affairs and policies the first person controls or has the power
      to control (directly or indirectly), whether by ownership of share capital,
      contract, the power to appoint or remove members of the governing body of the
      second person or otherwise; or

     

    (b)
      Consolidation: whose financial statements are, in accordance with applicable
      law
      and generally accepted accounting principles, consolidated with those of the
      first person. 

     

    “Subsidiary
      Guarantee”
means
      any Guarantee provided by a Subsidiary Guarantor.

     

    “Subsidiary
      Guarantor”
means
      any Subsidiary of the Company that is a Guarantor.

     

    “Surviving
      Person”
means
      the surviving Person formed by a merger, consolidation or amalgamation and,
      for
      purposes of Section
      5.01,
      a
      Person to whom all or substantially all of the Property of the Company or a
      Guarantor is sold, transferred, assigned, leased, conveyed or otherwise
      disposed. 

     

    “Tax
      Original Issue Discount”
means
      the amount of ordinary interest income on a Note that must be accrued as
      original issue discount for United States federal income tax
      purposes.

     

    “Tax”
      or “Taxes”
means
      all present or future taxes, levies, imposts, duties, deductions, withholdings,
      assessments, fees or other charges imposed by any Governmental Authority,
      including any interest, additions to tax, or penalties applicable
      thereto.

     

    “Trading
      Day”
shall
      mean (x) if the applicable security is quoted on the Nasdaq National Market,
      a
      day on which trades may be made thereon or (y) if the applicable security is
      not
      so listed, admitted for trading or quoted, any day other than a Saturday or
      Sunday or a day on which banking institutions in the State of New York are
      authorized or obligated by law or executive order to close.

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

    “Voting
      Stock”
of
      any
      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. 

     

    “WFOE”
means
      each of Beihai Hi-Tech Wealth Technology Development Co. Ltd. and Beijing
      Hi-Tech Wealth Communication Technology Ltd., each of which is a wholly
      foreign-owned limited liability company organized and existing under the laws
      of
      the PRC.

     

    “WFOE
      Equity Pledges”
means
      that certain equity pledge to be entered into by the Company relating to the
      equity interests in the WFOEs.

     

    “Wholly
      Owned Subsidiary”
means,
      at any time, a Subsidiary all the Voting Stock of which (except directors’
qualifying shares) is at such time owned, directly or indirectly, by the Company
      and its other Wholly Owned Subsidiaries.

     

    Section
      1.02. Other
      Definitions.

    

      
        	 	 	 	
                Defined
                  in

              
	 	
                Term

              	 	
                Section

              
	 	
                “Acceleration
                  Notice”

              	 	
                6.02

              
	 	
                “Additional
                  Tax Amounts”

              	 	
                4.24

              
	 	
                “Affiliate
                  Transaction”

              	 	
                4.14

              
	 	
                “Allocable
                  Excess Proceeds”

              	 	
                4.12

              
	 	
                “Asset
                  Sale Offer”

              	 	
                4.12

              
	 	
                “Authentication
                  Order”

              	 	
                2.02

              
	 	
                “Authorization
                  Certificate”

              	 	
                2.02

              
	 	
                “Benefited
                  Party”

              	 	
                9.01

              
	 	
                “Change
                  of Control Offer”

              	 	
                4.16

              
	 	
                “Delisting
                  Offer”

              	 	
                4.29

              
	 	
                “Event
                  of Default”

              	 	
                6.01

              
	 	
                “Excess
                  Proceeds”

              	 	
                4.12

              
	 	
                “Excluded
                  Taxes” 

              	 	
                4.24

              
	 	
                “Future
                  Guarantor”

              	 	
                9.03

              
	 	
                “Future
                  Guarantor Pledgor”

              	 	
                10.02

              
	 	
                “Guarantor
                  Pledgor”

              	 	
                10.02

              
	 	
                “losses”

              	 	
                7.07

              
	 	
                “Offer
                  Amount”

              	 	
                3.05

              
	 	
                “Offer
                  Period”

              	 	
                3.05

              
	 	
                “Offer
                  to Purchase”

              	 	
                3.05

              
	 	
                “Paying
                  Agent”

              	 	
                2.03

              
	 	
                “Purchase
                  Date”

              	 	
                3.05

              
	 	
                “Purchase
                  Price”

              	 	
                3.05

              
	 	
                “Registrar”

              	 	
                2.03

              
	 	
                “Secured
                  Party”

              	 	
                10.01

              
	 	
                “Security
                  Register”

              	 	
                2.03

              
	 	
                “Tax
                  Redemption Date”

              	 	
                3.08

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    Section
      1.03. Rules
      of Construction.

     

    (a) Unless
      the context otherwise requires:

     

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

     

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

     

    (iii) “or”
is
      not exclusive;

     

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

     

    (v) all
      references in this instrument to “Articles,” “Sections” and other subdivisions
      are to the designated Articles, Sections and subdivisions of this instrument
      as
      originally executed;

     

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

     

    (vii) “including”
      means “including without limitation;”

     

    (viii) provisions
      apply to successive events and transactions; and

     

    (ix) references
      to sections of or rules under the Securities Act or the Exchange Act shall
      be
      deemed to include substitute, replacement or successor sections or rules adopted
      by the Commission from time to time thereunder.

     

    ARTICLE
      2.


     

    THE
      NOTES

     

    Section
      2.01. Form
      and Dating.

     

    (a) General.
      The
      Notes and the Trustee’s certificate of authentication shall be substantially in
      the form included in Exhibit
      A
      hereto,
      which is hereby incorporated in and expressly made part of this Indenture.
      The
      Notes may have notations, legends or endorsements required by law, exchange
      rule
      or usage in addition to those set forth on Exhibit
      A.
      Each
      Note shall be dated the date of its authentication. The Notes shall be in
      denominations of RMB1.0 million and integral multiples thereof. The terms and
      provisions contained in the Notes shall constitute a part of this Indenture
      and
      the Company, the Guarantors and the Trustee, by their execution and delivery
      of
      this Indenture, expressly agree to such terms and provisions and to be bound
      thereby. To the extent any provision of any Note conflicts with the express
      provisions of this Indenture, the provisions of this Indenture shall govern
      and
      be controlling.

     

    (b) Form
      of Notes.
      Notes
      shall be issued initially in global form and shall be substantially in the
      form
      of Exhibit
      A
      attached
      hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
      of Interests in the Global Note” attached thereto). Notes issued in definitive
      form shall be substantially in the form of Exhibit
      A
      attached
      hereto (but without the Global Note Legend thereon and without the “Schedule of
      Exchanges of Interests in the Global Note” attached thereto). Each Global Note
      shall represent such aggregate principal amount of the outstanding Notes as
      shall be specified therein and each shall provide that it shall represent the
      aggregate principal amount of outstanding Notes from time to time endorsed
      thereon and that the aggregate principal amount of outstanding Notes represented
      thereby may from time to time be reduced or increased, as appropriate, to
      reflect exchanges and redemptions and transfers of interests therein. Any
      endorsement of a Global Note to reflect the amount of any increase or decrease
      in the aggregate principal amount of outstanding Notes represented thereby
      shall
      be made by the Trustee or the Registrar, at the direction of the Trustee, in
      accordance with instructions given by the Holder thereof as required by
Section
      2.06
      hereof.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (c) Book-Entry
      Provisions.
      This
Section
      2.01(c)
      shall
      apply only to Global Notes deposited with the Common Depositary. Participants
      shall have no rights under this Indenture or any Global Note with respect to
      any
      Global Note held on their behalf by the Common Depositary, and the Common
      Depositary shall be treated by the Company, the Trustee and any agent of the
      Company or the Trustee as the absolute owner of such Global Note for all
      purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
      the Company, the Trustee or any agent of the Company or the Trustee from giving
      effect to any written certification, proxy or other authorization furnished
      by
      the Common Depositary or impair, as between the Common Depositary and
      Participants, the Applicable Procedures or the operation of customary practices
      of the Common Depositary governing the exercise of the rights of a holder of
      a
      beneficial interest in any Global Note.

     

    (d) Euroclear
      and Clearstream Procedures Applicable.
      The
      provisions of “Terms and Conditions Governing Use of Euroclear”, the Operating
      Procedures of Euroclear System and the “General Terms and Conditions of
      Clearstream” and “Customer Handbook” of Clearstream shall be applicable to
      transfers of beneficial interests in Global Notes that are held by Participants
      through Euroclear or Clearstream.

     

    (e) Certificated
      Securities.
      The
      Global Notes shall be exchanged for Definitive Notes if: (1) at any time either
      Euroclear or Clearstream or any alternative clearing agency on behalf of which
      the Notes evidenced by the Global Note may be held is closed for business for
      a
      continuous period of 14 days (other than by reason of holidays, statutory or
      otherwise) or announces an intention permanently to cease business or does
      in
      fact do so, and, in either case, the Company shall not have appointed a
      successor Common Depositary within 90 days after the Company receives such
      notice or becomes aware of such ineligibility, or (2) upon written request
      of a
      Holder or the Trustee if a Default or Event of Default shall have occurred
      and
      be continuing. 

     

    Upon
      the
      occurrence of any of the events set forth in clauses (1) or (2) above, the
      Company shall execute, and, upon receipt of an Authentication Order in
      accordance with Section
      2.02
      hereof,
      the Trustee shall authenticate and deliver, Definitive Notes, in authorized
      denominations, in an aggregate principal amount equal to the principal amount
      of
      the Global Notes in exchange for such Global Notes.

     

    Upon
      the
      exchange of a Global Note for Definitive Notes, such Global Note shall be
      cancelled by the Trustee or an agent of the Company or the Trustee. Definitive
      Notes issued in exchange for a Global Note pursuant to this Section
      2.01
      shall be
      registered in such names and in such authorized denominations as the Common
      Depositary, pursuant to instructions from its Participants or its Applicable
      Procedures, shall instruct the Trustee or an agent of the Company or the Trustee
      in writing. The Trustee or such agent shall make available for collection such
      Definitive Notes to the Persons in whose names such Definitive Notes are so
      registered or to the Common Depositary.

     

    Section
      2.02. Execution
      and Authentication.

     

    (a) The
      chief
      executive officer of the Company shall execute the Notes on behalf of the
      Company by manual or facsimile signature and deliver the executed Notes to
      the
      Trustee for authentication, accompanied by a written order of the Company signed
      by an Officer (an “Authentication
      Order”).
      

     

    (b) Upon
      the
      execution and the delivery of this Indenture, the Company shall furnish, and
      from time to time thereafter may furnish, to the Trustee and Registrar, a
      certificate substantially in the form of Exhibit
      D
      (an
“Authorization
      Certificate”)
      identifying and certifying the incumbency and specimen (or facsimile) signatures
      of the Officers. Until the Trustee and Registrar receives a subsequent
      Authorization Certificate, the Trustee and Registrar shall be entitled to
      conclusively rely on the last Authorization Certificate delivered to each of
      them for purposes of determining the Officers. 

     

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

     

    (d) A
      Note
      shall not be valid until authenticated by the manual signature of the Trustee.
      The signature shall be conclusive evidence that the Note has been authenticated
      under this Indenture.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (e) The
      Trustee shall, upon receipt of a written order of the Company signed by an
      Officer (an “Authentication
      Order”),
      authenticate (i) one Global Note evidencing Notes for issuance on the Issue
      Date
      in the aggregate principal amount not to exceed RMB150,000,000, (ii) any other
      Notes that have been executed by the Company in order to effect any registration
      of transfer or exchange in accordance with the provisions of Section
      2.06
      and
      (iii) any additional Notes issued by the Company after the Issue Date pursuant
      to the next sentence of this paragraph. The Notes need not be issued at one
      time
      and, unless otherwise provided, the Notes may also be issued by the Company
      and
      authenticated and delivered under this Indenture after the Issue Date on the
      same terms and conditions (other than the Issue Date) and with the same ISIN
      number as the Notes issued on the Issue Date and in an aggregate principal
      amount not to exceed RMB170,000,000.

     

    (f) The
      Trustee may appoint an authenticating agent to authenticate Notes. Unless
      otherwise provided in 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 shall have the same rights as the Trustee to deal with
      Holders, the Company or an Affiliate of the Company and the benefit of all
      rights and indemnities available to the Trustee in respect of the authentication
      of Notes hereunder.

     

    Section
      2.03. Registrar
      and Paying Agent.

     

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

     

    (b) The
      Company hereby initially appoints The Hongkong and Shanghai Banking Corporation
      Limited to act as Common Depositary with respect to the Global
      Notes.

     

    (c) The
      Company initially appoints the Trustee to act on behalf of the Company as
      Registrar and Paying Agent and to act as Custodian with respect to the Global
      Notes, and the Trustee hereby agrees so to initially act as such in accordance
      with the terms of this Indenture.

     

    If
      the
      Paying Agent shall make payment as required pursuant to the Notes before it
      has
      received or has been made available to its order the amount so paid, the Company
      shall from time to time on demand pay to the Paying Agent, in addition to the
      amount which should have been paid hereunder, interest on such shortfall
      calculated on a 360 day year basis and the actual number of days elapsed and
      at
      the rate per annum which is the rate per annum specified by the Paying Agent
      as
      reflecting its cost of funds for the time being in relation to the unpaid
      amount.

     

    Section
      2.04. Paying
      Agent to Hold Money in Trust.

     

    The
      Company shall require each Paying Agent other than the Trustee to agree in
      writing that the Paying Agent shall hold in trust for the benefit of Holders
      or
      the Trustee all money held by the Paying Agent for the payment of principal,
      premium, if any, or interest on the Notes, and shall promptly notify the Trustee
      in writing of any default by the Company in making any such payment. While
      any
      such default continues, the Trustee may require a Paying Agent to pay all funds
      held by it relating to the Notes to the Trustee. The Company at any time may
      require a Paying Agent to pay all funds held by it to the Trustee. Upon payment
      over to the Trustee, the Paying Agent (if other than the Company or a
      Subsidiary) shall have no further liability for such funds. If the Company
      or a
      Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
      trust
      fund for the benefit of the Holders all funds held by it as Paying Agent. Upon
      any Event of Default under Sections
      6.01(h)
      and
(i)
      hereof
      relating to the Company, the Trustee shall serve as Paying Agent for the
      Notes.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Section
      2.05. Holder
      Lists.

     

    The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of all Holders.
      If
      the Trustee is not the Registrar, the Company shall furnish or cause to be
      furnished to the Trustee at least seven 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 or such shorter time as the Trustee may
      allow, as the Trustee may reasonably require of the names and addresses of
      the
      Holders.

     

    Section
      2.06. Transfer
      and Exchange.

     

    (a) Interests
      in a Global Note will be exchanged for Definitive Notes only pursuant to
Section
      2.01(e).
      Each
      Global Note shall be deposited with the Common Depositary, which shall hold
      such
      Global Note in safe custody for the account of Euroclear and/or Clearstream
      and
      instruct Euroclear or Clearstream or both of them, as the case may be, to credit
      the principal amounts of the Notes represented by such Global Note to the
      holder’s distribution account with Euroclear or Clearstream. If at any time the
      Common Depositary notifies the Company in writing that it is unwilling or unable
      to discharge properly its responsibilities, or if at any time it is no longer
      eligible to act as the depositary for the Global Notes, a successor common
      depositary shall be appointed. 

     

    (b) In
      accordance with the terms of a Global Note and this Indenture, the Registrar
      shall deliver at the cost of the Company, upon not less than 45 days’ notice to
      the Registrar by Euroclear or Clearstream, the relevant Definitive Notes in
      exchange for interests in such Global Note. For this purpose, the Trustee is
      authorized and it shall, upon receipt of an Authentication Order (A)
      authenticate each such Definitive Note and (B) deliver each such Definitive
      Note
      to or to the written order of Euroclear or Clearstream, in exchange for
      interests in such Global Note. The Registrar shall promptly notify the Company
      and the Trustee, upon receipt of a written request for issue of Definitive
      Notes, of the aggregate principal amount of the relevant Global Note to be
      exchanged in connection therewith. The Company undertakes to deliver to, or
      to
      the order of, the Registrar sufficient numbers of duly executed Definitive
      Notes
      to enable the Registrar and the Trustee to comply with their respective
      obligations under this Section
      2.06(b).
      Such
      exchange shall be made free of charge to the holder and the beneficial owners
      of
      the relevant Global Note and to the holders of the Definitive Notes issued
      in
      exchange as provided above, except that a Person receiving Definitive Notes
      (i)
      must bear the cost of insurance, postage, transportation and the like in the
      event that such Person does not receive such Definitive Notes in person at
      the
      offices of a Registrar and (ii) may be required to pay a sum sufficient to
      cover
      any tax or other governmental charge that may be imposed in connection with
      any
      exchange. Notwithstanding the above, interests in a Global Note shall be
      exchangeable in whole (but not in part) at the cost of the Company for
      Definitive Notes under the conditions described in Section
      2.01(e).

     

    (c) Upon
any
      exchange of an interest in a Global Note for Definitive Notes, the relevant
      Global Note shall be endorsed by the Trustee or the Registrar to reflect the
      reduction of its principal amount by the aggregate principal amount so
      exchanged. Until exchanged in full, the holder of any interest in any Global
      Note shall in all respects be entitled to the same benefits under this Indenture
      as Definitive Notes authenticated and delivered hereunder. Once exchanged in
      full, a Global Note shall be canceled and disposed of by the Trustee in
      accordance with its customary procedures and a certificate of disposition will
      be sent to the Company upon the written request of the Company.

     

    (d) The
      Trustee or the Registrar shall cause all Global Notes and Definitive Notes
      delivered to it and held by it hereunder to be maintained in safe custody in
      accordance with this Section
      2.06.

     

    (e) The
      Security Register shall be in written form in the English language and shall
      include a record of the certificate number of each Note that has been issued,
      and shall show the amount of such Notes, the date of issue, all subsequent
      transfers and changes in ownership in respect thereof and the names, tax
      identifying numbers (if relevant to a specific holder), addresses of the holders
      of the Notes and any payment instructions with respect thereto (if different
      from a holder’s registered address).

     

    (f) The
      Registrar shall at all reasonable times during office hours make the Security
      Register available to the Trustee, any Agent, the Company and the holders of
      such Notes or any person authorized by the Company in writing for inspection
      and, at the cost of the person making such request, for taking of copies thereof
      or extracts therefrom, and at the expense of the Company, the Registrar shall
      deliver to such persons all lists of holders of such Notes, their addresses,
      amounts of such holdings and other details as they may reasonably
      request.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (g) the
      Registrar shall handle all requests for the registration of transfer of Notes
      and receive certificates for transfer or exchange, and in doing so, shall ensure
      that every Note presented or surrendered for registration of transfer or
      exchange (if so required by the Company, the Trustee, the Paying Agent or the
      Registrar) be duly endorsed by, or be accompanied by a written instrument of
      transfer (in form satisfactory to the Company and the Registrar) duly executed
      by the holder thereof or by such holder’s attorney duly authorized in
      writing.

     

    (h) Prior
      to
      the Distribution Compliance Expiration Date, no beneficial interest in a Global
      Note may be transferred to any U.S. person (as defined in Regulation S under
      the
      Securities Act) or inside the United States unless pursuant to an exemption
      from
      the registration requirements of the Securities Act as evidenced by a
      certification in the form of Exhibit
      C
      hereto
      received by the Registrar. Unless determined otherwise by the Company in
      accordance with applicable law, in the event prior to the Distribution
      Compliance Expiration Date a Definitive Note is issued in exchange for a
      beneficial interest in a Global Note, such Definitive Note shall bear the
      Regulation S Legend shown on the form of Note attached hereto as Exhibit
      A.
      On and
      after the Distribution Compliance Expiration Date, no such certification shall
      be required with respect to any transfers and a holder of any Definitive Note
      bearing the Regulation S Legend may request the removal of the Regulation S
      Legend at the cost of such holder.

     

    (i) The
      Trustee and the Registrar shall be entitled to treat a facsimile communication
      from a person purporting to be (and who the Trustee or the Registrar believes
      in
      good faith to be) the authorized representative of the Company, named the last
      Authentication Certificate furnished to the Trustee and the Registrar, as
      sufficient instructions and authority of the Company for the Trustee and the
      Registrar to act in accordance with this Section
      2.06.

     

    (j) Title
      to
      Definitive Notes shall pass upon registration of delivery or exchange in the
      Security Register. However, title to Notes issued in the form of Global Notes
      held through Euroclear and Clearstream shall be transferable only in accordance
      with the Applicable Procedures of Euroclear and Clearstream, as appropriate.
      

     

    (k) Notwithstanding
      anything herein to the contrary, as to any certificates and/or certifications
      delivered to the Trustee or Registrar pursuant to this Section
      2.06,
      the
      Trustee and Registrar’s duties shall be limited to confirming that any such
      certifications and certificates are in the form of Exhibit
      C
      attached
      hereto. Neither the Trustee nor the Registrar shall be responsible for
      confirming the truth or accuracy of the representations made in any such
      certifications or certificates.

     

    (l) Upon
      a
      transfer or assignment of Notes, each transferee or assignee that is not a
      “United States person” as defined in Section 7701(a)(30) of the Code (a
“Non-U.S. Transferee”) shall deliver to the Company two (2) completed originals
      of an appropriate U.S. Internal Revenue Service Form W-8, as applicable, or
      any
      subsequent versions thereof or successors thereto, on or before the date such
      Non-U.S. becomes a Holder and at any time any form previously delivered by
      such
      Non-U.S. Transferee becomes invalid.

     

    Section
      2.07. Replacement
      Notes.

     

    If
      any
      mutilated Note is surrendered to the Trustee or the Company or if the Trustee
      receives evidence to its satisfaction of the destruction, loss or theft of
      any
      Note, the Company shall issue and, upon receipt of an Authentication Order
      in
      accordance with Section
      2.02
      hereof,
      the Trustee shall authenticate a replacement Note. The Holder of such Note
      shall
      provide security or indemnity to the Company, the Trustee or any Agent as may
      be
      required by each of them to indemnify and hold each of them harmless from any
      loss that any of them may suffer in connection with such replacement. If
      required by the Company or the Trustee, such Holder shall reimburse the Company
      and the Trustee and their agents, as the case may be, for their expenses in
      connection with such replacement. 

     

    Every
      replacement Note issued in accordance with this Section shall be the valid
      obligation of the Company, evidencing the same debt as the mutilated, destroyed,
      lost or stolen Note, and shall be entitled to all of the benefits of this
      Indenture equally and proportionately with all other Notes duly issued
      hereunder.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Section
      2.08. Outstanding
      Notes.

     

    (a) The
      Notes
      outstanding at any time shall be the entire principal amount of Notes
      represented by all of the Global Notes and Definitive Notes authenticated by
      the
      Trustee except for those cancelled by it, those delivered to it for
      cancellation, those subject to reductions in beneficial interests effected
      by
      the Trustee in accordance with Section
      2.06
      hereof,
      and those described in this Section as not outstanding. Except as set forth
      in
Section
      2.09
      hereof,
      a Note shall not cease to be outstanding because the Company or an Affiliate
      of
      the Company holds the Note.

     

    (b) If
      a Note
      is replaced pursuant to Section
      2.07
      hereof,
      it shall cease to be outstanding unless the Trustee receives proof satisfactory
      to it that the replaced note is held by a protected purchaser in whose hands
      such Note is a legal, valid and binding obligation of the Company.

     

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

     

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

     

    Section
      2.09. Treasury
      Notes.

     

    In
      determining whether the Holders of the required principal amount of Notes have
      concurred in any direction, waiver or consent, Notes owned by the Company,
      or by
      any Affiliate of the Parent, shall be considered as though not outstanding,
      except that for the purposes of determining whether the Trustee shall be
      protected in relying on any such direction, waiver or consent, only Notes for
      which the Trustee has received an Officers' Certificate from the Company or
      an
      Affiliate of the Company evidencing such ownership shall be so
      disregarded.

     

    Section
      2.10. Temporary
      Notes.

     

    Until
      certificates representing Notes are ready for delivery, the Company may prepare
      and, upon receipt of an Authentication Order in accordance with Section
      2.02
      hereof,
      the Trustee shall authenticate temporary Notes. Such temporary Notes shall
      be
      substantially in the form of Definitive Notes but may have variations that
      the
      Company considers appropriate for temporary Notes and as shall be acceptable
      to
      the Trustee. Without unreasonable delay, the Company shall prepare and the
      Trustee shall authenticate Global Notes or Definitive Notes in exchange for
      temporary Notes, as applicable. After preparation of Global Notes or Definitive
      Notes, as applicable, the temporary Note will be exchangeable for Global Notes
      or Definitive Notes, as applicable, upon surrender of the temporary
      Notes.

     

    Holders
      of temporary Notes shall be entitled to all of the benefits of this Indenture
      equally and proportionately with all other Notes duly issued
      hereunder.

     

    Section
      2.11. Cancellation.

     

    The
      Company shall deliver Notes surrendered to the Company or any agent of the
      Company for registration of transfer, exchange, payment, redemption or
      replacement to the Trustee for cancellation. The Registrar and Paying Agent
      shall deliver to the Trustee any Notes surrendered to them for registration
      of
      transfer, exchange, payment, redemption or replacement. Upon sole direction
      of
      the Company, the Trustee and no one else shall cancel all Notes surrendered
      for
      registration of transfer, exchange, payment, replacement or cancellation and
      shall dispose of cancelled Notes (subject to the record retention requirements
      of the Exchange Act or other applicable laws) in accordance with its customary
      procedures unless by written order of the Company, signed by an Officer of
      the
      Company, directing the Trustee to return such Notes to the Company.
      Certification of dispositions of all cancelled Notes shall be delivered to
      the
      Company from time to time upon written request of the Company. The Company
      may
      not issue new Notes to replace Notes that it has paid or that have been
      delivered to the Trustee for cancellation.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Section
      2.12. Payment
      of Interest; Defaulted Interest.

     

    If
      the
      Company defaults in any payment of interest on the Notes, it shall pay the
      defaulted interest in any lawful manner plus, to the extent lawful, interest
      payable on the defaulted interest, to the Persons who are Holders on a
      subsequent special record date, in each case at the rate provided in the Notes
      and in Section
      4.01
      hereof.
      The Company shall notify the Trustee in writing of the amount of defaulted
      interest proposed to be paid on each Note and the date of the proposed payment.
      The Company shall fix or cause to be fixed each such special record date and
      payment date; provided
      that no
      such special record date shall be less than 10 days prior to the related
      Interest Payment Date for such defaulted interest. At least 15 days before
      the
      special record date, the Company (or, upon the written request of the Company,
      the Trustee in the name and at the expense of the Company) shall mail or cause
      to be mailed to Holders a notice that states the special record date, the
      related Interest Payment Date and the amount of such interest to be
      paid.

     

    Section
      2.13. ISIN
      and Common Codes.

     

    The
      Company in issuing the Notes may use an “ISIN” and Common Code (if then
      generally in use), and, if so, the Trustee shall use “ISIN” and Common Code in
      notices of redemption or Offers to Purchase 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 or notice of an Offer to Purchase and that reliance may be placed
      only on the other identification numbers printed on the Notes, and any such
      redemption or Offer to Purchase shall not be affected by any defect in or
      omission of such numbers. The Company shall promptly notify the Trustee in
      writing of any change in the “ISIN” or Common Code.

     

    Section
      2.14. Record
      Date.

     

    The
      record date for purposes of determining the identity of Holders of Notes
      entitled to vote or consent to any action by vote or consent or permitted under
      this Indenture shall be 15 days prior to the date of such vote, consent or
      action.

     

    ARTICLE
      3.


     

    REDEMPTION
      AND PREPAYMENT

     

    Section
      3.01. Notice
      of Redemption.

     

    Upon
      prior written notice to the Trustee, at least 30 days but not more than 60
      days
      prior to a redemption date, the Company shall mail or cause to be mailed, by
      first class mail, a notice of redemption to each Holder at such Holder’s
      registered address appearing in the Security Register, except that redemption
      notices may be mailed more than 60 days prior to a redemption date if the notice
      is issued in connection with a satisfaction and discharge pursuant to
Article
      11
      hereof.

     

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

     

    (a) the
      redemption date;

     

    (b) the
      redemption price;

     

    (c) the
      name
      and address of the Company for purposes of tendering Notes for
      redemption;

     

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

     

    (e) that,
      unless the Company defaults in making such redemption payment, interest on
      Notes
      called for redemption ceases to accrue on and after the redemption
      date;

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (f) the
      applicable Section of this Indenture pursuant to which the Notes called for
      redemption are being redeemed; and

     

    (g) that
      no
      representation is made as to the correctness of the 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 expense of the Company; provided,
      however,
      that
      the Company shall have delivered to the Trustee, at least 45 days (or such
      shorter period allowed by the Trustee), prior to the redemption date, an
      Officers’ Certificate requesting that the Trustee give such notice (in the name
      and at the expense of the Company) and setting forth the information to be
      stated in such notice as provided in this Section
      3.01.

     

    Section
      3.02. Effect
      of Notice of Redemption.

     

    Once
      notice of redemption is mailed in accordance with Section
      3.01
      hereof,
      Notes called for redemption shall become irrevocably due and payable on the
      redemption date at the redemption price. A notice of redemption may not be
      conditional.

     

    Section
      3.03. Deposit
      of Redemption Price.

     

    Prior
      to
      11:00 a.m. New York time on the Business Day prior to any redemption date and
      subject to Section
      3.05(f)
      hereof,
      the Company shall deposit with the Paying Agent (or, if the Parent, the Company
      or any of its Subsidiaries is the Paying Agent, segregate and hold in trust)
      money sufficient to deliver to each tendering Holder the redemption price of
      and, if applicable, accrued and unpaid interest on the Notes to the redemption
      date.

     

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

     

    Section
      3.04. Mandatory
      Redemption.

     

    The
      Company agrees that on the dates indicated in the following table, the Company
      will prepay and there shall become due and payable the corresponding principal
      amount as shall then be outstanding. 

    

      
        	
                Date

              	 	
                Percentage
                  of Principal Amount

              	 
	
                January
                  11, 2011

              	 	 	
                10

              	
                %

              
	
                July
                  11, 2011

              	 	 	
                10

              	
                %

              
	
                January
                  11, 2012

              	 	 	
                20

              	
                %

              
	
                July
                  11, 2012

              	 	 	
                20

              	
                %

              
	
                January
                  11, 2013

              	 	 	
                20

              	
                %

              
	
                July
                  11, 2013

              	 	 	
                10

              	
                %

              


      

    

    


    The
      entire remaining principal amount of the Notes shall become due and payable
      on
      January 10, 2014. Each required prepayment made pursuant to this Section shall
      be made at the Dollar Equivalent of the required prepayment amount and without
      payment of any premium and allocated among all of the Notes in proportion,
      as
      nearly as practicable, to the respective unpaid principal amounts thereof.
      Upon
      any repurchase of the Notes pursuant to Section
      4.12
      or
Section
      4.16
      or
Section
      4.30,
      the
      principal amount of each required prepayment of the Notes becoming due under
      this Section on and after the date of such prepayment or purchase shall be
      reduced in the same proportion as the aggregate unpaid principal amount of
      the
      Notes is reduced as a result of such prepayment or purchase.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    In
      the
      case of each prepayment of Notes pursuant to this Section, the principal amount
      of each Note to be prepaid shall mature and become due and payable on the date
      fixed for such prepayment, together with interest on such principal amount
      accrued to such date. From and after such date, unless the Company shall fail
      to
      pay such principal amount when so due and payable, together with the interest
      as
      aforesaid, interest on such principal amount shall cease to accrue. Any Note
      paid or prepaid in full shall be surrendered to the Company and cancelled and
      shall not be reissued, and no Note shall be issued in lieu of any prepaid
      principal amount of any Note.

     

    Section
      3.05. Offer
      To Purchase.

     

    (a) In
      the
      event that, pursuant to Section
      3.06,
      Section
      4.12
      or
Section
      4.16
      or
Section
      4.30
      hereof,
      the Company shall be required to commence a Tax Redemption Offer, an Asset
      Sale
      Offer, or a Change of Control Offer or a Delisting Offer (each of the foregoing,
      an “Offer
      to Purchase”),
      respectively, it shall follow the procedures specified below.

     

    (b) The
      Company shall cause a notice of the Offer to Purchase to be sent at least once
      to the Dow
      Jones News Service
      or
      similar business news service in the United States.

     

    (c) The
      Company shall commence the Offer to Purchase by sending, by first-class mail,
      with a copy to the Trustee, to each Holder at such Holder’s address appearing in
      the Security Register, a notice the terms of which shall govern the Offer to
      Purchase stating:

     

    (i) that
      the
      Offer to Purchase is being made pursuant to this Section and Section
      3.06,
      or
Section
      4.12,
      or
Section
      4.16
      or
Section
      4.30,
      as the
      case may be, and, in the case of a Tax Redemption Offer or a Change of Control
      Offer, that such event has occurred, the circumstances and relevant facts
      regarding such event, and that a Tax Redemption Offer is being made pursuant
      to
Section
      3.06
      or a
      Change of Control Offer is being made pursuant to Section
      4.16,
      as the
      case may be;

     

    (ii) the
      principal amount of Notes required to be purchased pursuant to Section
      4.12
      or
Section
      4.16
      or
Section
      4.30,
      as the
      case may be (the “Offer
      Amount”),
      the
      purchase price set forth in Section
      3.06,
      or
Section
      4.12
      or
Section
      4.16
      or
Section
      4.30,
      as
      applicable (the “Purchase
      Price”),
      the
      Offer Period and the Purchase Date (each as defined below);

     

    (iii) except
      as
      provided in clause (ix), that all Notes timely tendered and not withdrawn shall
      be accepted for payment;

     

    (iv) that
      any
      Note not tendered or accepted for payment shall continue to accrue
      interest;

     

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

     

    (vi) that
      Holders electing to have a Note purchased pursuant to an Offer to Purchase
      may
      elect to have Notes purchased in integral multiples of RMB1.0 million
      only;

     

    (vii) that
      Holders electing to have a Note purchased pursuant to any Offer to Purchase
      shall be required to surrender the Note, with the form entitled “Option of
      Holder to Elect Purchase” on the reverse of the Note completed, or transfer by
      book-entry transfer, to the Company, or the Common Depositary, if appointed
      by
      the Company, before the close of business on the third Business Day before
      the
      Purchase Date;

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (ix) that,
      in
      the case of an Asset Sale Offer, if the aggregate principal amount of Notes
      surrendered by Holders exceeds the Offer Amount, the Company shall select the
      Notes to be purchased on a pro
      rata
      basis
      (with such adjustments as may be deemed appropriate by the Company so that
      only
      Notes in denominations of RMB1.0 million or integral multiples thereof shall
      be
      purchased); 

     

    (x) that,
      in
      the case of a Tax Redemption Offer, any Holder of Notes that are not tendered
      by
      the Holder thereof shall cease to be eligible to receive Additional Tax Amounts
      from and after the Tax Redemption Date, and shall state the rate of withholding
      tax that will apply to the Notes from and after the Tax Redemption
      Date;

     

    (xi) that
      Holders whose Notes were purchased in part shall be issued new Notes equal
      in
      principal amount to the unpurchased portion of the Notes surrendered (or
      transferred by book-entry transfer); and

     

    (xii) any
      other
      procedures the Holders must follow in order to tender their Notes (or portions
      thereof) for payment and the procedures that Holders must follow in order to
      withdraw an election to tender Notes (or portions thereof) for
      payment.

     

    (d) The
      Offer
      to Purchase shall remain open for a period of at least 30 days but no more
      than
      60 days following its commencement, except to the extent that a longer period
      is
      required by applicable law (the “Offer
      Period”).
      No
      later than five (5) Business Days (and in any event no later than the 60th
      day
      following the Change of Control) after the termination of the Offer Period
      (the
“Purchase
      Date”),
      the
      Company shall purchase the Offer Amount or, if less than the Offer Amount has
      been tendered, all Notes tendered in response to the Offer to Purchase. Payment
      for any Notes so purchased shall be made in accordance with Section
      4.01.
      The
      Company shall publicly announce the results of the Offer to Purchase on the
      Purchase Date.

     

    (e) On
      or
      prior to the Purchase Date, the Company shall, to the extent
      lawful:

     

    (i) accept
      for payment (on a pro
      rata
      basis to
      the extent necessary in connection with an Asset Sale Offer) from each tendering
      Holder, the Offer Amount of Notes or portions of Notes properly tendered and
      not
      withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount
      has been tendered, all Notes tendered; and

     

    (ii) surrender
      to the Trustee the Notes properly accepted to be cancelled by the Trustee in
      accordance with Section
      2.11
      together
      with an Officers’ Certificate stating the aggregate principal amount of Notes or
      portions of Notes being purchased by the Company and that such Notes or portions
      thereof were accepted for payment by the Company in accordance with the terms
      of
      this Section. 

     

    (f) Upon
      receipt of the Notes in accordance with Section
      3.05(e)(i),
      the
      Company shall promptly, and in any event within one (1) Business Day after
      the
      Purchase Date, deliver to each tendering Holder the Purchase Price. In the
      event
      that any portion of the Notes surrendered is not purchased by the Company,
      the
      Company shall promptly execute and issue a new Note in a principal amount equal
      to such unpurchased portion of the Note surrendered, and, upon receipt of an
      Authentication Order in accordance with Section
      2.02
      hereof,
      the Trustee shall authenticate and deliver (or cause to be transferred by
      book-entry) such new Note to such Holder, in a principal amount equal to any
      unpurchased portion of the Note surrendered; provided,
      however,
      that
      each such new Note shall be in a principal amount of RMB1.0 million or an
      integral multiple thereof. Any Note not so accepted shall be promptly mailed
      or
      delivered by the Company to the Holder thereof.

     

    (g) If
      the
      Purchase Date is on or after a Regular Record Date and on or before the related
      Interest Payment Date, any accrued and unpaid interest shall be paid to the
      Person in whose name a Note is registered at the close of business on such
      Regular Record Date, and no further interest shall be payable to Holders who
      tender Notes pursuant to the Offer to Purchase.

     

    (h) The
      Company shall comply, to the extent applicable, with the requirements of Rule
      14e-1 under the Exchange Act and any other securities laws and regulations
      thereunder to the extent those laws and regulations are applicable in connection
      with the Offer to Purchase. To the extent that the provisions of any securities
      laws or regulations conflict with Section
      3.06
      or
Section
      4.12
      or
Section
      4.16
      or
Section
      4.30,
      as
      applicable, this Section or other provisions of this Indenture, the Company
      shall comply with applicable securities laws and regulations and shall not
      be
      deemed to have breached its obligations under Section
      3.06
      or
Section
      4.12
      or
Section
      4.16
      or
Section
      4.30,
      as
      applicable, this Section or such other provision by virtue of such
      compliance.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (i) Other
      than as specifically provided in this Section, any purchase pursuant to this
      Section shall be made in accordance with the provisions of Section
      3.01
      through
3.04
      hereof.

     

    Section
      3.06. Tax
      Redemption.

     

    (a) The
      Company or a Surviving Person may elect to offer to redeem the Notes, as a
      whole
      but not in part, upon giving not less than 30 days’ nor more than 60 days’
notice to the Holders and upon reasonable written notice in advance of such
      notice to Holders to the Trustee (which notice shall be irrevocable) (a
“Tax
      Redemption Offer”),
      at a
      redemption price equal to 100% of the principal amount thereof, together with
      accrued and unpaid interest (including any Additional Tax Amounts), if any,
      to
      the date fixed by the Company or the Surviving Person, as the case may be,
      for
      redemption (the “Tax
      Redemption Date”)
      if, as
      a result of:

     

    (i) any
      change in, or amendment to, laws (or any regulations or rulings promulgated
      thereunder) affecting taxation; or

     

    (ii) any
      change in the existing official position or the stating of an official position
      regarding the application or interpretation of such laws, regulations or rulings
      (including a holding, judgment or order by a court of competent
      jurisdiction), 

     

    which
      change or amendment becomes effective on or after (i) with respect to the
      Company or any Guarantor, the Issue Date, or (ii) with respect to any Future
      Guarantor or Surviving Person, the date such Future Guarantor or Surviving
      Person becomes a Future Guarantor or Surviving Person, with respect to any
      payment due or to become due under the Notes, any Guarantee, or this Indenture,
      the Company, a Surviving Person or a Guarantor, as the case may be, is, or
      on
      the next Interest Payment Date would be, required to pay material Additional
      Tax
      Amounts, and such requirement cannot be avoided by the taking of reasonable
      measures by the Company, a Surviving Person or a Guarantor, as the case may
      be;
provided
      that no
      such Tax Redemption Offer shall be given earlier than 90 days prior to the
      earliest date on which the Company, a Surviving Person or a Guarantor, as the
      case may be, would be obligated to pay such Additional Tax Amounts if a payment
      in respect of the Notes were then due; and provided
      that the
      Company shall not redeem Notes held by Holders which elect to reject the Tax
      Redemption Offer for their Notes, including rejection by failure to timely
      tender a reply in response to the Tax Redemption Offer. A Holder that rejects
      a
      Tax Redemption Offer (including rejection by failure to timely tender a reply
      in
      response to the Tax Redemption Offer) shall be deemed to waive any right to
      receive Additional Tax Amounts relating to periods after the Tax Redemption
      Date.

     

    (b) Prior
      to
      the mailing of any notice of redemption for Notes pursuant to the foregoing,
      the
      Company, a Surviving Person or a Guarantor, as the case may be, will deliver
      to
      the Trustee:

     

    (i) an
      Officers’ Certificate stating that such change or amendment referred to in the
      prior paragraph has occurred, describing the facts related thereto and stating
      that such requirement cannot be avoided by the Company, a Surviving Person
      or a
      Guarantor, as the case may be, taking reasonable measures available to it;
      and

     

    (ii) an
      Opinion of Counsel or a written opinion of a tax consultant of recognized
      standing stating that the requirement to pay such Additional Tax Amounts results
      from such change or amendment referred to in the prior paragraph.

     

    The
      Trustee shall accept and be entitled to conclusively rely on such certificate
      and opinion as sufficient evidence of the satisfaction of the conditions
      precedent described above, in which event it shall be conclusive and binding
      on
      the Holders.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Any
      Notes
      that are redeemed will be cancelled.

     

    ARTICLE
      4.


     

    COVENANTS

     

    Section
      4.01. Payment
      of Notes.

     

    The
      Company shall pay or cause to be paid the Dollar Equivalent of the principal
      of,
      premium, if any, and interest on, the Notes on the dates and in the manner
      provided in this Indenture and the Notes. The Company shall pay Additional
      Amounts upon the occurrence of any events, in the amounts and at the times
      specified in the definition of “Additional Amounts” in Section 1.01 hereof.
      Principal, premium, if any, and interest shall be considered paid on the date
      due if the Paying Agent, if other than the Company or a Subsidiary thereof,
      holds as of 11:00 a.m. New York Time one Business Day prior to the due date
      money deposited by the Company in the Dollar Equivalent of immediately available
      funds and designated for and sufficient to pay all principal, premium, if any,
      and interest then due. Such
      Paying Agent shall return to the Company promptly, and in any event, no later
      than five (5) Business Days following the date of payment, any money (including
      accrued interest) that exceeds such amount of principal, premium, if any, and
      interest paid on the Notes. If a payment date is a Legal Holiday at a place
      of
      payment, payment may be made at that place on the next succeeding day that
      is
      not a Legal Holiday, and no interest shall accrue on such payment for the
      intervening period.

     

    The
      Company shall pay, from time to time on demand, the Dollar Equivalent of
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) accrued on overdue principal and premium, if any, at a rate
      that
      is 2% per annum in excess of the rate then in effect from 5 Business Days
      following the due date and ending on the date on which payment is made to the
      Holders of the Notes in respect thereof; it shall pay the Dollar Equivalent
      of
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace periods), from time to time on demand at the same rate to
      the
      extent lawful.

     

    Interest
      shall be computed on the basis of a 360-day year for the actual number of days
      elapsed.

     

    Section
      4.02. Maintenance
      of Office or Agency.

     

    (a) The
      Company shall maintain in Hong Kong, an office or agency (which may be an office
      of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where
      Notes may be presented or surrendered for registration of transfer or for
      exchange and where notices and demands to or upon the Company in respect of
      the
      Notes and this Indenture may be served. The Company shall give prompt written
      notice to the Trustee of the location, and any change in the location, of such
      office or agency. If at any time the Company shall fail to maintain any such
      required office or agency or shall fail to furnish the Trustee with the address
      thereof, such presentations, surrenders, notices and demands may be made or
      served at the Specified Office of the Trustee, and the Company hereby appoints
      the Trustee as its agent to receive all such presentations, surrenders, notices
      and demands.

     

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

     

    (c) The
      Company hereby designates the Specified Office of the Trustee, as one such
      office, drop facility or agency of the Company in accordance with Section
      2.03
      hereof.

     

    Section
      4.03. Reports.

     

    (a) Whether
      or not required by the Commission’s rules and regulations, so long as any of the
      Notes remain outstanding, the Parent shall file with the Trustee and furnish
      to
      the Holders (or promptly provide notice thereof to the Trustee and to the
      Holders in case of documents described below that are publicly available) within
      the time periods specified in the Commission’s rules and
      regulations:

     

    (i) all
      quarterly and annual reports that would be required to be filed with the
      Commission on Forms 10-QSB and 10-KSB if the Parent were required to file such
      reports (or Forms 10-Q and 10-K if the Company is not eligible to file Forms
      10-QSB or 10-KSB, as the case may be); and

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (ii) all
      current reports that would be required to be filed with the Commission on Form
      8-K if the Parent were required to file such reports. 

     

    All
      such
      reports shall be prepared in all material respects in accordance with all of
      the
      rules and regulations of the Commission applicable to such reports. Each annual
      report on Form 10-KSB (or 10-K, as the case may be) shall include a report
      on
      the Parent’s consolidated financial statements by a firm of independent
      certified accountants. Delivery of such reports, information and documents
      to
      the Trustee is for informational purposes only and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein,
      including the Parent’s and the Company’s compliance with any of its covenants
      hereunder (as to which the Trustee shall be entitled to rely exclusively on
      Officers’ Certificates).

     

    (b) So
      long
      as any of the Notes remains outstanding, the Parent will provide to the Trustee
      (i) within 90 days after the close of each fiscal year of the Parent, an
      Officers’ Certificate stating the Leverage Ratio and Fixed Charge Coverage Ratio
      with respect to the four most recent quarterly periods and showing in reasonable
      detail the calculation of each of such ratios, including the arithmetic
      computations of each component of each of such ratios; and (ii) as soon as
      possible and in any event within 14 days after an Officer of the Parent becomes
      aware of the occurrence of a Default, an Officers’ Certificate setting forth the
      details of the Default, and the action that the Parent proposes to take with
      respect thereto.

     

    (c) For
      as
      long as any Notes are “restricted securities” within the meaning of Rule
      144(a)(3) under the Securities Act, during any period in which the Parent is
      neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from
      reporting pursuant to Rule 12g3-2(b) thereunder, the Parent shall supply (i)
      to
      any holder or beneficial owner of a Note or (ii) upon their request to a
      prospective purchaser of a Note or beneficial interest therein designated by
      such holder or owner, the information specified in, and meeting the requirements
      of Rule 144A(d)(4) under the Securities Act.

     

    Section
      4.04. Compliance
      Certificate.

     

    The
      Parent shall deliver to the Trustee, within 90 days after the end of each fiscal
      year of the Company, an Officers’ Certificate stating that a review of the
      activities of the Parent, the Company, the Subsidiary Guarantors and their
      respective Subsidiaries during the preceding fiscal year has been made under
      the
      supervision of the signing Officers with a view to determining whether the
      Parent, the Company, the Subsidiary Guarantors and their respective Subsidiaries
      have kept, observed, performed and fulfilled their obligations under this
      Indenture, and further stating, as to each such Officer signing such
      certificate, that to the best of his or her knowledge the Parent, the Company,
      the Subsidiary Guarantors and their respective Subsidiaries have kept, observed,
      performed and fulfilled each and every covenant contained in this Indenture
      and
      are not in default in the performance or observance of any of the terms,
      provisions and conditions of this Indenture (or, if a Default or Event of
      Default shall have occurred, describing all such Defaults or Events of Default
      of which he or she may have knowledge and what action the Parent is taking
      or
      proposes to take with respect thereto) and that to the best of his or her
      knowledge no event has occurred and remains in existence by reason of which
      payments on account of the principal of, premium, if any, or interest on the
      Notes is prohibited or if such event has occurred, a description of the event
      and what action the Parent is taking or proposes to take with respect
      thereto.

     

    The
      Trustee shall be entitled to assume without inquiry that the Parent, the
      Company, the Subsidiary Guarantors and their respective Subsidiaries have
      performed in accordance with their obligations under the Indenture, the Notes
      and the Security Documents unless it has been notified in writing to the
      contrary.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Section
      4.05. Taxes.

     

    The
      Parent and the Company shall pay, and shall cause each of its Subsidiaries
      to
      pay, prior to delinquency, all material taxes, assessments and governmental
      levies, except such as are being contested in good faith and by appropriate
      proceedings, and for which appropriate reserves have been provided in accordance
      with GAAP, or where the failure to effect such payment is not adverse in any
      material respect to the Holders.

     

    Section
      4.06. Stay,
      Extension and Usury Laws.

     

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

     

    Section
      4.07. Corporate
      Existence.

     

    Subject
      to Section
      5.01
      hereof,
      the Company shall do or cause to be done all things necessary to preserve and
      keep in full force and effect (i) its corporate existence, and the corporate,
      partnership or other existence of each of its Subsidiaries, in accordance with
      the respective organizational documents (as the same may be amended from time
      to
      time) of the Company or any such Subsidiary and (ii) the rights (charter and
      statutory), licenses and franchises of the Company and its Subsidiaries;
provided,
      however,
      that
      the Company shall not be required to preserve any such right, license or
      franchise, or the corporate, partnership or other existence of any of its
      Subsidiaries, if the Board of Directors shall determine that the preservation
      thereof is no longer desirable in the conduct of the business of the Company
      and
      its Subsidiaries, taken as a whole, and that the loss thereof is not adverse
      in
      any material respect to the Holders of the Notes, or that such preservation
      is
      not necessary in connection with any transaction not prohibited by this
      Indenture.

     

    Section
      4.08. Payments
      for Consent.

     

    The
      Parent shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, pay or cause to be paid any consideration, whether by way of
      interest, fee or otherwise, to or for the benefit of 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
      and is paid to all Holders that consent, waive or agree to amend in the time
      frame set forth in the solicitation documents relating to such consent, waiver
      or agreement.

     

    Section
      4.09. Incurrence
      of Additional Debt.

     

    The
      Company shall not, and shall not permit any of its Subsidiaries to, Incur,
      directly or indirectly, any Debt unless, after giving effect to the application
      of the proceeds thereof, either:

     

    
      	 	
              (1)

            	
              such
                Debt is Debt of the Company or a Guarantor and, after giving effect
                to the
                Incurrence of such Debt and the application of the proceeds thereof,
                (x)
                the Fixed Charge Coverage Ratio would be greater than 4.0 to 1.00
                and (y)
                the Leverage Ratio would not exceed 3.5 to 1.00, or
                

            


    

     

    
      	 	
              (2)

            	
              such
                Debt is Permitted Debt. 

            


    

     

    The
      term
“Permitted Debt” is defined to include the following:

     

    (a)
      (i)
      Debt of the Company evidenced by the Notes and (ii) Debt of the Guarantors
      evidenced by Guarantees;

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (b)
      Debt
      under Credit Facilities, provided
      that
      the
      aggregate principal amount of all such Debt under Credit Facilities at any
      one
      time outstanding shall not exceed US$10 million (or its equivalent in another
      currency; provided
      that the
      amount of Debt so Incurred shall not be deemed to exceed such amount as a result
      of changes in foreign currency exchange rates), which amount shall be
      permanently reduced by the amount of Net Available Cash used to Repay Debt
      under
      Credit Facilities and not subsequently reinvested in Additional Assets or used
      to purchase Notes or Repay other Debt, pursuant to Section
      4.12;

     

    (c)
      Debt
      of the Company or a Subsidiary Guarantor in
      respect of Capital Lease Obligations and Purchase Money Debt, provided
      that:

     

    (1)
      the
      aggregate principal amount of such Debt does not exceed the Fair Market Value
      (on the date of the Incurrence thereof) of the Property acquired, constructed
      or
      leased, and 

     

    (2)
      the
      aggregate principal amount of all Debt Incurred and then outstanding pursuant
      to
      this clause (c) (together with all Permitted Refinancing Debt Incurred and
      then
      outstanding in respect of Debt previously Incurred pursuant to this clause
      (c))
      does not exceed US$1.0 million (or its equivalent in another currency;
provided
      that the
      amount of Debt so Incurred shall not be deemed to exceed such amount as a result
      of changes in foreign currency exchange rates);

     

    (d)
      Debt
      of the Company owing to and held by any Wholly Owned Subsidiary and Debt of
      any
      Subsidiary of the Company owing to and held by the Company or any Wholly Owned
      Subsidiary; provided,
      however,
      that
      any subsequent issue or transfer of Capital Stock or other event that results
      in
      any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or
      any
      subsequent transfer of any such Debt (except to the Company or a Wholly Owned
      Subsidiary) shall be deemed, in each case, to constitute the Incurrence of
      such
      Debt by the issuer thereof;

     

    (e)
      Debt
      of any Subsidiary of the Company outstanding on the date on which such
      Subsidiary is acquired by the Company or otherwise becomes a Subsidiary of
      the
      Company (other than Debt 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 transactions pursuant to which such Subsidiary became a Subsidiary
      of the Company or was otherwise acquired by the Company), provided
      that
      at
      the time such Subsidiary is acquired by the Company or otherwise becomes a
      Subsidiary of the Company and after giving effect to the Incurrence of such
      Debt, the Company would have been able to Incur US$1.00 of additional Debt
      pursuant to clause (1) of the first paragraph of this covenant;

     

    (f)
      Debt
      in connection with one or more standby letters of credit or performance bonds
      issued by the Company or a Guarantor in the ordinary course of business or
      pursuant to self-insurance obligations and not in connection with the borrowing
      of money or the obtaining of advances or credit;

     

    (g)
      Debt
      of the Company or any of its Subsidiaries outstanding on the Issue Date not
      otherwise described in clauses (a) through (f) above;

     

    (h)
      Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to
      clause (1) of the first paragraph of this covenant and clauses (a), (c), (e)
      and
      (g) above (which shall not include Promissory Notes).

     

    Notwithstanding
      anything to the contrary contained in this Section,

     

    (A)
      the
      Company shall not, and
      shall
      not permit any Guarantor to, Incur any Debt pursuant to this covenant if the
      proceeds thereof are used, directly or indirectly, to Refinance any Subordinated
      Obligations unless such Debt shall be subordinated to the Notes or the
      applicable Guarantee, as the case may be, to at least the same extent as such
      Subordinated Obligations;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (B)
      the
      Company shall not permit any of its Subsidiaries that
      is
      not a Guarantor to Incur any Debt pursuant to this covenant if the proceeds
      thereof are used, directly or indirectly, to Refinance any Debt of the Company
      or any Guarantor;
      and

     

    (C)
      accrual of interest, accretion or amortization of original issue discount and
      the payment of interest or dividends in the form of additional Debt, will be
      deemed not to be an Incurrence of Debt for purposes of this
      Section.

     

    For
      purposes of determining compliance with this Section, in the event that an
      item
      of Debt meets the criteria of more than one of the categories of Permitted
      Debt
      described in clauses (a) through (h) above or is entitled to be incurred
      pursuant to clause (l) of the first paragraph of this Section, the Company
      shall, in its sole discretion, divide and classify (or later reclassify in
      whole
      or in part, in its sole discretion) such item of Debt in any manner that
      complies with this Section.

     

    Section
      4.10. Restricted
      Payments.

     

    The
      Parent shall not make, and shall not permit any of its Subsidiaries to make,
      directly or indirectly, any Restricted Payment if at the time of, and after
      giving effect to, such proposed Restricted Payment,

     

    (a)
      a
      Default or Event of Default shall have occurred and be continuing,
      or

     

    (b)
      the
      Company could not Incur at least US$1.00 of additional Debt pursuant to clause
      (1) of the first paragraph of Section
      4.09,
      or

     

    (c)
      the
      aggregate amount of such Restricted Payment and all other Restricted Payments
      declared or made since the Issue Date (the amount of any Restricted Payment,
      if
      made other than in cash, to be based upon Fair Market Value at the time of
      such
      Restricted Payment) would exceed an amount equal to the sum of:

     

    (1)
      10%
      of the aggregate amount of Consolidated Net Income accrued during the period
      (treated as one accounting period) from the beginning of the Fiscal Quarter
      after the Issue Date to the end of the most recent Fiscal Quarter ending prior
      to the date of such Restricted Payment (or if the aggregate amount of
      Consolidated Net Income for such period shall be a deficit, minus 100% of such
      deficit), plus

     

    (2)
      100%
      of the Capital Stock Sale Proceeds, plus

     

    (3)
      the
      sum of:

     

    (A)
      the
      aggregate net cash proceeds received by the Company or any Subsidiary Guarantor
      from the issuance or sale after the Issue Date of exchangeable Debt that has
      been exchanged for Capital Stock (other than Disqualified Stock) of the Parent,
      and 

     

    (B)
      the
      aggregate amount by which Debt (other than Subordinated Obligations) of the
      Parent, the Company or any Subsidiary Guarantor is reduced on the Parent’s
      consolidated balance sheet on or after the Issue Date upon the conversion or
      exchange of any Debt issued or sold on or prior to the Issue Date that is
      convertible or exchangeable for Capital Stock (other than Disqualified Stock)
      of
      the Parent,

     

    excluding,
      in the case of clause (A) or (B):

     

    (x)
      any
      such Debt issued or sold to the Parent or a Subsidiary of the Parent or an
      employee stock ownership plan or trust established by the Parent or any such
      Subsidiary for the benefit of their employees, and 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (y)
      the
      aggregate amount of any cash or other Property distributed by the Parent or
      any
      of its Subsidiaries upon any such conversion or exchange, plus

     

    (4)
      an
      amount equal to the net reduction in Investments in any Person other than the
      Parent or any of its Subsidiaries resulting from dividends, repayments of loans
      or advances or other transfers of Property, in each case to the Parent or any
      of
      its Subsidiaries from such Person.

     

    Notwithstanding
      the foregoing limitation, the Parent may:

     

    (a)
      pay
      dividends on its Capital Stock within 60 days of the declaration thereof if,
      on
      the declaration date, such dividends could have been paid in compliance with
      the
      Indenture; provided,
      however,
      that at
      the time of such payment of such dividend, no other Default or Event of Default
      shall have occurred and be continuing (or result therefrom); provided
      further,
      however,
      that
      such dividend shall be included in the calculation of the amount of Restricted
      Payments;

     

    (b)
      purchase, repurchase, redeem, legally defease, acquire or retire for value
      Capital Stock of the Parent or Subordinated Obligations in exchange for, or
      out
      of the proceeds of the substantially concurrent sale of, Capital Stock of the
      Parent (other than Disqualified Stock and other than Capital Stock issued or
      sold to a Subsidiary of the Parent or an employee stock ownership plan or trust
      established by the Parent or any such Subsidiary for the benefit of their
      employees); provided,
      however,
      that


     

    (1)
      such
      purchase, repurchase, redemption, legal defeasance, acquisition or retirement
      shall be excluded in the calculation of the amount of Restricted Payments
      and

     

    (2)
      the
      Capital Stock Sale Proceeds from such exchange or sale shall be excluded from
      the calculation pursuant to clause (c)(2) above; 

     

    (c)
      purchase, repurchase, redeem, legally defease, acquire or retire for value
      any
      Subordinated Obligations in exchange for, or out of the proceeds of the
      substantially concurrent sale of, Permitted Refinancing Debt; provided,
      however,
      that
      such purchase, repurchase, redemption, legal defeasance, acquisition or
      retirement shall be excluded in the calculation of the amount of Restricted
      Payments; and

     

    (d)
      at
      any time after a Qualifying Listing, so long as no Default has occurred and
      is
      continuing, the repurchase or other acquisition of shares of Capital Stock
      of
      the Parent from employees, former employees, directors or former directors
      of
      the Parent (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 Parent’s Board of Directors under which such individuals purchase or sell or
      are granted the option to purchase or sell, shares of such Capital Stock;
provided,
      however,
      that
      the aggregate amount of such repurchases and other acquisitions in any calendar
      year shall not exceed US$500,000.

     

    Section
      4.11. Liens.

     

    The
      Parent and the Company shall not, and shall not permit any Subsidiary to,
      directly or indirectly, Incur, assume or permit to exist any Lien on the
      Collateral (other than Liens incurred pursuant to or permitted by the Security
      Documents).

     

    The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens)
      upon
      any of its Property (including Capital Stock of any of its Subsidiaries),
      whether owned at the Issue Date or thereafter acquired, or any interest therein
      or any income or profits therefrom, unless it has made or will make effective
      provision whereby the Notes or the applicable Guarantee will be secured by
      such
      Lien equally and ratably with (or, if such other Debt constitutes Subordinated
      Debt, prior to) all other Debt of the Company or any of its Subsidiaries secured
      by such Lien for so long as such other Debt is secured by such
      Lien.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Section
      4.12. Asset
      Sales.

     

    The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, consummate any Asset Sale unless: 

     

    (a)
      the
      Company or such Subsidiary receives consideration at the time of such Asset
      Sale
      at least equal to the Fair Market Value of the Property subject to such Asset
      Sale;

     

    (b)
      at
      least 75% of the consideration paid to the Company or such Subsidiary in
      connection with such Asset Sale is in the form of cash or Cash Equivalents
      or
      the assumption by the purchaser of liabilities of the Company or any of its
      Subsidiaries (other than contingent liabilities or liabilities that are by
      their
      terms subordinated to the Notes or the applicable Guarantee) as a result of
      which the Company and its Subsidiaries are no longer obligated with respect
      to
      such liabilities; and 

     

    (c)
      the
      Company delivers an Officers’ Certificate to the Trustee certifying that such
      Asset Sale complies with the foregoing clauses (a) and (b).

     

    The
      Net
      Available Cash (or any portion thereof) from Asset Sales may be applied by
      the
      Company or any of its Subsidiaries, to the extent the Company or such Subsidiary
      elects (or is required by the terms of any Debt) to reinvest in Additional
      Assets (including by means of an Investment in Additional Assets by any
      Subsidiary of the Company with Net Available Cash received by the Company or
      another Subsidiary of the Company).

     

    Any
      Net
      Available Cash from an Asset Sale not applied in accordance with the preceding
      paragraph within 120 days from the date of the receipt of such Net Available
      Cash shall constitute “Excess
      Proceeds”.
      

     

    When
      the
      aggregate amount of Excess Proceeds exceeds US$3.0 million (taking into account
      income earned on such Excess Proceeds, if any), the Company will be required
      to
      make an offer to repurchase (the “Asset
      Sale Offer”)
      the
      Notes, which offer shall be in the amount of the Allocable Excess Proceeds
      (rounded to the nearest RMB1.0 million), on a pro
      rata
      basis
      according to principal amount, at a purchase price equal to 100% of the
      principal amount thereof, plus accrued and unpaid interest if any to the
      Purchase Date (subject to the right of holders of record on the relevant Regular
      Record Date to receive interest due on the relevant Interest Payment Date),
      in
      accordance with the procedures (including prorating in the event of
      oversubscription) set forth in Section
      3.07.
      To the
      extent that any portion of the amount of Net Available Cash remains after
      compliance with the preceding sentence and provided
      that
      all
      holders of Notes have been given the opportunity to tender their Notes for
      repurchase in accordance with Section
      3.07,
      the
      Company or such Subsidiary may use such remaining amount first to Repay the
      Credit Facilities or any other Senior Debt of the Company or any Guarantor
      or
      Debt of any Subsidiary of the Company that is not a Guarantor (excluding, in
      any
      such case, any Debt owed to the Company or an Affiliate of the Company), and
      only thereafter, for any purpose permitted by this Indenture, and the amount
      of
      Excess Proceeds will be reset to zero. 

     

    The
      term
“Allocable
      Excess Proceeds”
shall
      mean the product of: 

     

    (a)
      the
      Excess Proceeds and 

     

    (b)
      a
      fraction, 

     

    (1)
      the
      numerator of which is the aggregate principal amount of the Notes outstanding
      on
      the date of the Asset Sale Offer, and 

     

    (2)
      the
      denominator of which is the sum of the aggregate principal amount of the Notes
      outstanding on the date of the Asset Sale Offer and the aggregate principal
      amount (or accreted value, if applicable) of other Debt of the Company
      outstanding on the date of the Asset Sale Offer that is pari
      passu in
      right
      of payment with the Notes and subject to terms and conditions in respect of
      Asset Sales similar in all material respects to this Section and requiring
      the
      Company to make an offer to repurchase such Debt at substantially the same
      time
      as the Asset Sale Offer.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    Section
      4.13. Restrictions
      on Distributions from Subsidiaries.

     

    The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, create or otherwise cause or suffer to exist any consensual
      restriction on the right of any of its Subsidiaries to:

     

    (a)
      pay
      dividends, in cash or otherwise, or make any other distributions on or in
      respect of its Capital Stock owned by, or pay any Debt or other obligation
      owed,
      to, the Company or any other Subsidiary of the Company, 

     

    (b)
      make
      any loans or advances to the Company or any other Subsidiary of the Company,
      or


     

    (c)
      transfer any of its Property to the Company or any other Subsidiary of the
      Company. 

     

    The
      foregoing limitations will not apply:

     

    (1)
      with
      respect to clauses (a), (b) and (c), to restrictions:

     

    (A)
      in
      effect on the Issue Date (including, without limitation, restrictions pursuant
      to the Notes and this Indenture), 

     

    (B)
      relating to Debt of any Subsidiary of the Company and existing at the time
      it
      became a Subsidiary of the Company if such restriction was not created in
      connection with or in anticipation of the transaction or series of transactions
      pursuant to which such Subsidiary became a Subsidiary of the Company or was
      acquired by the Company, or 

     

    (C)
      that
      result from the Refinancing of Debt Incurred pursuant to an agreement referred
      to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided
      such
      restrictions are not less favorable to the holders of Notes than those under
      the
      agreement evidencing the Debt so Refinanced, and

     

    (2)
      with
      respect to clause (c) only, to restrictions:

     

    (A)
      relating to Debt that is permitted to be Incurred and secured without also
      securing the Notes or the applicable Guarantee pursuant
      to Section
      4.09
      and
Section
      4.11
      that
      limit the right of the debtor to dispose of the Property securing such
      Debt,

     

    (B)
      encumbering Property at the time such Property was acquired by the Company
      or
      any of its Subsidiaries, so long as such restrictions relate solely to the
      Property so acquired and were not created in connection with or in anticipation
      of such acquisition,

     

    (C)
      resulting from customary provisions restricting subletting or assignment of
      leases or customary provisions in other agreements that restrict assignment
      of
      such agreements or rights thereunder, or

     

    (D)
      customary restrictions contained in asset sale agreements limiting the transfer
      of such Property pending the closing of such sale.

     

    Section
      4.14. Affiliate
      Transactions.

     

    The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, conduct any business or enter into or suffer to exist any
      transaction or series of transactions (including the purchase, sale, transfer,
      assignment, lease, conveyance or exchange of any Property or the rendering
      of
      any service) with, or for the benefit of, any Affiliate of the Company (an
      “Affiliate
      Transaction”),
      unless:

     

    (a)
      the
      terms of such Affiliate Transaction are:

     

    (1)
      set
      forth in writing, 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (2)
      in
      the best interest of the Company or such Subsidiary, as the case may be, and
      

     

    (3)
      no
      less favorable to the Company or such Subsidiary, as the case may be, than
      those
      that could be obtained in a comparable arm’s-length transaction with a Person
      that is not an Affiliate of the Company,

     

    (b)
      if
      such Affiliate Transaction involves aggregate payments or value in excess of
      US$1.0 million, the Board of Directors (including a majority of the
      disinterested members of the Board of Directors) approves such Affiliate
      Transaction and, in its good faith judgment, believes that such Affiliate
      Transaction complies with clauses (a)(2) and (3) of this paragraph as evidenced
      by a Board Resolution promptly delivered to the Trustee, and 

     

    (c)
      if
      such Affiliate Transaction involves aggregate payments or value in excess of
      US$5.0 million, the Company obtains a written opinion from an Independent
      Financial Advisor to the effect that the consideration to be paid or received
      in
      connection with such Affiliate Transaction is fair, from a financial point
      of
      view, to the Company and its Subsidiaries.

     

    Notwithstanding
      the foregoing limitation, the Company or any of its Subsidiaries may enter
      into
      or suffer to exist the following:

     

    (a)
      any
      transaction or series of transactions between the Company and one or more of
      its
      Subsidiaries or between two or more of its Subsidiaries in the ordinary course
      of business, provided
      that no
      more than 5% of the total voting power of the Voting Stock (on a fully diluted
      basis) of any such Subsidiary is owned by an Affiliate of the Company (other
      than any Subsidiary of the Company);

     

    (b)
      any
      Restricted Payment permitted to be made pursuant to Section
      4.10
      or any
      Permitted Investment;

     

    (c)
      the
      payment of compensation (including amounts paid pursuant to employee benefit
      plans) for the personal services of officers, directors and employees of the
      Company or any of its Subsidiaries, so long as the Board of Directors in good
      faith shall have approved the terms thereof and deemed the services theretofore
      or thereafter to be performed for such compensation to be fair consideration
      therefor;

     

    (d)
      loans
      and advances to employees made in the ordinary course of business and consistent
      with the past practices of the Company or such Subsidiary, as the case may
      be,
provided
      that
      such
      loans and advances do not exceed US$250,000 in the aggregate at any one time
      outstanding; provided,
      however,
      that
      the Company and its Subsidiaries shall comply in all material respects with
      all
      provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
      promulgated in connection therewith that would be applicable to an issuer with
      debt securities registered under the Securities Act relating to such loans
      and
      advances; and

     

    (e)
      the
      following agreements as in effect on the Issue Date and transactions pursuant
      thereto and any modifications, extensions or renewals thereto that are no less
      favorable to the Company or any Subsidiary than such agreements as in effect
      on
      the Issue Date:

     

    (i) Inter-company
      loan extended by the Company to Beijing Hi-Tech Wealth Electronic Product Co.
      Ltd. at the interest rate of 5% per annum, with the outstanding amount
      (including interest) of no more than $5,509,642 due January 11,
      2009;

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (ii) Inter-company
      loan extended by the Company to Beijing Mobil XP Technology Co., Ltd. at the
      interest rate of 5% per annum, with the outstanding amount (including interest)
      of no more than $2,141,048 due January 11, 2009;

     

    (iii) Inter-company
      loan extended by the Company to Hong Kong Hi-Tech Wealth Electronic Products
      Co.
      Ltd. at the interest rate of 5% per annum, with the outstanding amount
      (including interest) of no more than $2,870,336 due January 11,
      2009;

     

    (iv) Payment
      by the Company of advances and deposits in the amount of $6,217,507 for the
      purchase of raw materials and goods from Beijing Hi-Tech Wealth Electronic
      Product Co. Ltd. and which will be paid by Beijing Hi-Tech Wealth Electronic
      Product Co. Ltd. to the Company on or before December 31, 2008;

     

    (v) Reimbursement
      of expenses in the amount of $647,591 which will be repaid by Beihai Hi-Tech
      Wealth Information Industry Co. Ltd. to the Company on or before December 31,
      2008;

     

    (vi) The
      Company’s sale of products to Nanjing Hengzhi Communication Equipment Co. Ltd.
      with the receivables in the amount of $714,401 outstanding and due on June
      30,
      2008;

     

    (vii) Reimbursement
      by Beijing Hi-Tech Wealth Investment and Development Co. Ltd. to the Company
      for
      expenses in the amount of $404,356 which will be repaid by Beijing Hi-Tech
      Wealth Investment and Development Co., Ltd. on or before December 31,
      2008;

     

    (viii) The
      balance of advance amounting to $3,037,285 from the Company to Union Perfect
      Ltd. for payment made on behalf of the Company for expenses in the amount of
      which will be payable to the Company on June 30, 2008;

     

    (ix) Hi-Tech
      Wealth Holding Co. Ltd. paid on behalf of the Company for expenses in the amount
      of $252,246 which will be repaid by the Company on December 31, 2008;
      and

     

    (x) Beihai
      Hi-Tech Wealth Electronic Product Selling Co. Ltd. collected sales proceeds
      on
      behalf of the Company with unreturned amount of $669,792 which will be payable
      to the Company on December 31, 2008.

     

    Section
      4.15. Issuance
      or Sale of Capital Stock of Subsidiaries.

     

    The
      Company shall not:

     

    (a)
      sell,
      pledge, hypothecate or otherwise dispose of any shares of Capital Stock of
      any
      of its Subsidiaries, or 

     

    (b)
      permit any Subsidiary of the Company to, directly or indirectly, issue or sell
      or otherwise dispose of any shares of its Capital Stock, 

     

    other
      than, in the case of either (a) or (b):

     

    (1)
      directors’ qualifying shares, 

     

    (2)
      to
      the Company or a Wholly Owned Subsidiary, or

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (3)
      a
      disposition of 100% of the shares of Capital Stock of such Subsidiary;
provided,
      however,
      that, in
      the case of this clause (3),

     

    (A) such
      disposition is effected in compliance with Section
      4.12,
      and

     

    (B)
      upon
      consummation of such disposition and execution and delivery of a supplemental
      indenture in form satisfactory to the Trustee, such Subsidiary shall be released
      from any Guarantee previously made by such Subsidiary.

     

    Section
      4.16. Repurchase
      at the Option of Holders Following a Change of Control.

     

    (a) Upon
      the
      occurrence of a Change of Control, the Company shall, within 7 days thereafter
      notify the Trustee and the Holders of such Change of Control, and within 30
      days
      of a Change of Control, make an offer (the “Change
      of Control Offer”)
      pursuant to the procedures set forth in Section
      3.05.
      Each
      Holder shall have the right to accept such offer and require the Company to
      repurchase all or any portion (equal to RMB1.0 million or an integral multiple
      thereof) of such Holder’s Notes pursuant to the Change of Control Offer at a
      purchase price, in cash equal to Dollar Equivalent of 105% of the aggregate
      principal amount of the RMB Notional Amount repurchased, plus accrued and unpaid
      interest on the Notes repurchased, to the Purchase Date.

     

    (b) The
      Company shall not be required to make a Change of Control Offer following a
      Change of Control if a third party makes the Change of Control Offer in the
      manner, at the times and otherwise in compliance with the requirements set
      forth
      in this Indenture applicable to a Change of Control Offer made by the Company
      and purchases all Notes properly tendered and not withdrawn under such Change
      of
      Control Offer.

     

    Section
      4.17. Future
      Guarantors.

     

    The
      Company shall cause each Person that becomes a Subsidiary of the Company
      following the Issue Date to execute and deliver to the Trustee a Subsidiary
      Guarantee at the time such Person becomes a Subsidiary of the Company,
provided
      that any
      such Subsidiary that is domiciled in the PRC shall not be required to execute
      a
      Subsidiary Guarantee unless after the Issue Date a change in law or official
      interpretation of law in the PRC allows a company domiciled in the PRC to
      provide a guarantee of Debt without approval by any governmental body in the
      PRC.

     

    Section
      4.18. Business
      Activities.

     

    The
      Company shall not, and the Company shall not permit any of its Subsidiaries
      to,
      directly or indirectly, engage in any business other than a Related
      Business.

     

    Section
      4.19. Sale
      and Leaseback Transactions.

     

    The
      Company shall not, and shall not permit any of its Subsidiaries to, enter into
      any Sale and Leaseback Transaction with respect to any Property
      unless:

     

    (a)
      the
      Company or such Subsidiary would be entitled to:

     

    (1)
      Incur
      Debt in an amount equal to the Attributable Debt with respect to such Sale
      and
      Leaseback Transaction pursuant to Section
      4.09
      and


     

    (2)
      create a Lien on such Property securing such Attributable Debt without also
      securing the Notes or the applicable Guarantee pursuant
      to Section
      4.11
      and


     

    (b)
      such
      Sale and Leaseback Transaction is effected in compliance with Section
      4.12.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    Section
      4.20. Impairment
      of Security Interest.

     

    The
      Parent and the Company shall not, and shall not permit any of the Company’s
      Subsidiaries to, take or omit to take any action that might or would have the
      result of materially impairing the security interest with respect to the
      Collateral for the benefit of the Trustee and the holders of the Notes, and
      the
      Parent and the Company shall not, and shall not permit any of the Company’s
      Subsidiaries to, grant to any Person other than the Collateral Agent, for the
      benefit of the Trustee, the holders of the Notes, and the other beneficiaries
      described in the Security Documents, any interest whatsoever in any of the
      Collateral.

     

    Section
      4.21. Amendments
      to Security Documents.

     

    The
      Parent and the Company shall not, and shall not permit any of the Company’s
      Subsidiaries to, amend, waive or otherwise modify, or permit or consent to
      any
      amendment, waiver or other modification, the Security Documents in any way
      that
      would be adverse to the holders of the Notes.

     

    Section
      4.22. Use
      of Proceeds.

     

    The
      Company will not use the net proceeds from the sale of the Notes, in any amount,
      for any purpose other than (i) set-up cost and general working capital for
      the
      Related Business, (ii) repayment of the Promissory Notes and (iii) other working
      capital and general corporate purposes, and pending the application of all
      of
      such net proceeds in such manner, to invest the portion of such net proceeds
      not
      yet so applied in Cash Equivalents. Following the application of net proceeds
      in
      such manner, any remaining net proceeds may be applied for general corporate
      purposes not otherwise prohibited by the terms of this Indenture.

     

    Section
      4.23. Maintenance
      of Insurance.

     

    The
      Company shall, and shall cause its Subsidiaries to, maintain insurance policies
      covering such risks, in such amounts and with such terms as are normally carried
      by similar companies engaged in a similar business to the Related Business
      in
      the PRC.

     

    Section
      4.24. Additional
      Tax Amounts.

     

    All
      payments on the Notes or under the Guarantees will be made without withholding
      or deduction for, or on account of, any present or future Taxes, unless such
      withholding or deduction is required by law or by regulation or governmental
      policy having the force of law. In the event that any such withholding or
      deduction is so required, the Company or the applicable Guarantor, as the case
      may be, will pay such withholding or deduction which is required by law or
      by
      regulation or governmental policy having the force of law, and will pay
      additional amounts (“Additional
      Tax Amounts”)
      as
      will result in receipt by the Holder of each Note or the Guarantees, as the
      case
      may be, of such amounts as would have been received by such Holder had no such
      withholding or deduction been required, except that no Additional Tax Amounts
      shall be payable:

     

    (a) for
      or on
      account of
      any Tax
      that would not have been imposed but for:

     

    
      	 	
              (i)

            	
              the
                existence of any present or former connection between the Holder
                or
                beneficial owner of such Note or Guarantee, as the case may be, and
                the
                Governmental Authority imposing the Tax other than merely holding
                such
                Note or the receipt of payments thereunder or under a Guarantee,
                including, without limitation, such holder or beneficial owner being
                or
                having been a national, domiciliary or resident of the jurisdiction
                of
                such Governmental Authority or treated as a resident thereof or being
                or
                having been physically present or engaged in a business therein or
                having
                or having had a permanent establishment
                therein;

            


    

     

    
      	 	
              (ii)

            	
              the
                presentation of such Note (in cases in which presentation is required)
                more than 30 days after the later of the date on which the payment
                of the
                principal of, premium, if any, and interest on, such Note became
                due and
                payable pursuant to the terms thereof or was made or duly provided
                for,
                except to the extent that the Holder thereof would have been entitled
                to
                such Additional Tax Amounts if it had presented such Note for payment
                on
                any date within such 30-day period;

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              the
                failure of the Holder or beneficial owner to comply with a timely
                request
                of the Company or any Guarantor addressed to the holder or beneficial
                owner, as the case may be (such request to be made in accordance
                with
                Section
                12.01),
                to provide information concerning such holder’s or beneficial owner’s
                nationality, residence, identity or connection with any Governmental
                Authority, if and to the extent that due and timely compliance with
                such
                request would have reduced or eliminated any withholding or deduction
                as
                to which Additional Tax Amounts would have otherwise been payable
                to such
                holder;

            


    

     

    
      	 	
              (iv)

            	
              the
                failure of each Holder that is not a “United States person” as defined in
                Section 7701(a)(30) of the Code (a “Non-U.S. Holder”) to deliver to the
                Company two (2) completed originals of an appropriate U.S. Internal
                Revenue Service Form W-8, as applicable, or any subsequent versions
                thereof or successors thereto, on or before the date such Non-U.S.
                Holder
                becomes a Holder, or the failure of each Non-U.S. Holder to deliver
                such
                forms promptly at or any form previously delivered by such Non-U.S.
                Transferee becomes invalid.

            


    

     

    
      	 	
              (v)

            	
              the
                presentation of such Note (in cases in which presentation is required)
                for
                payment in a jurisdiction in which the Company, a Surviving Person,
                or a
                Guarantor is resident for tax purposes, unless the Company does not
                provide timely notice to the Holder of reasonable arrangements for
                the
                presentation of such Note for payment
                elsewhere;

            


    

     

    
      	 	
              (vi)

            	
              any
                estate, inheritance, gift, sale, transfer, personal property or similar
                Tax;

            


    

     

    
      	 	
              (vii)

            	
              any
                withholding or deduction that is imposed or levied on a payment to
                an
                individual and is required to be made pursuant to European Council
                Directive 2003/48/EC on the taxation of savings income or any law
                implementing or complying with, or introduced in order to conform
                to, such
                Directive; or

            


    

     

    
      	 	
              (viii)

            	
              any
                combination of Taxes referred to in the preceding clauses (i) through
                (vii); or

            


    

     

    (b) with
      respect to any payment on such Note or any payment under any Guarantee to a
      Holder, if the Holder is a fiduciary, partnership or person other than the
      sole
      beneficial owner of any payment to the extent that the beneficiary or settlor
      with respect to the fiduciary, or a member of the partnership, or the beneficial
      owner would not have been entitled to such Additional Tax Amounts had that
      beneficiary, settler, partner or beneficial owner been the holder
      thereof,;
      all
      Taxes described in the foregoing clauses (a) and (b) being “Excluded
      Taxes.”

     

    Whenever
      there is mentioned in any context the payment of principal of, and any premium
      or interest on, any Note or under any Guarantee, such mention shall be deemed
      to
      include payment of Additional Tax Amounts provided for in this Indenture to
      the
      extent that, in such context, Additional Tax Amounts are, were or would be
      payable in respect thereof.

     

    Section
      4.25. Tax
      Indemnity.

     

    The
      Company or the applicable Guarantor, as the case may be, shall indemnify each
      Holder, within 30 days after demand therefor, for the full amount of any
      Indemnified Taxes (including Indemnified Taxes imposed or asserted upon amounts
      payable under this Section or Section
      4.24)
      attributable to any payments on the Notes or under the Guarantees, and any
      penalties, interest, and reasonable expenses with respect thereto, whether
      or
      not such Indemnified Taxes were correctly or legally asserted by the relevant
      Governmental Authority. A certificate as to the amount of such payment or
      liability delivered to the Company (with a copy to the Trustee) or by the
      Trustee on its own behalf or on behalf of a Holder, shall be conclusive absent
      manifest error. 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    Section
      4.26. Government
      Approvals and Licenses; Compliance with Law.

     

    (a) The
      Company shall, and shall cause its Subsidiaries to, (i) obtain and maintain
      in
      full force and effect all Governmental Approvals, authorizations, consents,
      permits, concessions and licenses as are necessary to engage in a Related
      Business, (ii) preserve and maintain good and valid title to its properties
      and
      assets (including land-use rights) free and clear of any Liens other than
      Permitted Liens and (iii) comply with all laws, regulations, orders, judgments
      and decrees of any governmental body, except to the extent that failure so
      to
      obtain, maintain, preserve and comply would reasonably be expected not to have
      a
      material adverse effect on (1) the business, results of operations or prospects
      of the Company and its Subsidiaries taken as a whole or (2) the ability of
      the
      Company or any Guarantor to perform its obligations under the Notes, the
      relevant Guarantee of the Notes or this Indenture

     

    (b) The
      Parent and its Subsidiaries shall, in respect of any trademark, service mark
      and
      trade name that is owned by the Parent or any of its Subsidiaries or in which
      any one of them is beneficially interested and which is material to the
      continuing operation of the Related Business of the Parent and its Subsidiaries
      (i) use reasonable endeavors to prevent any infringement in any material respect
      of such trademark, service mark and trade name; (ii) make registrations and
      pay
      all registration fees and taxes necessary to maintain such trademark, service
      mark and trade name in full force and effect and record its interest in such
      trademark, service mark and trade name; (iii) not use or permit such trademark,
      service mark and trade name to be used in a way or take any step or omit to
      take
      any step in respect of such trademark, service mark and trade name which may
      materially and adversely affect the existence or value of such trademark,
      service mark and trade name or materially imperil the right of the Parent or
      any
      of its Subsidiaries to use such trademark, service mark and trade name; (iv)
      not
      discontinue the use of such trademark, service mark and trade name; and (v)
      not
      sell, lease, license (other than licenses in existence on the Issue Date and
      renewals thereof that are substantially similar to and not materially more
      disadvantageous to the licensor than licenses by such licensor in existence
      on
      the Issue Date) or otherwise dispose of any of its rights in respect of any
      trademark, service mark and trade name which is material to the continuing
      operation of the Related Business of the Parent and its
      Subsidiaries.

     

    Section
      4.27. Minimum
      Fixed Charge Coverage Ratio and Leverage Ratio.

     

    From
      and
      after the first anniversary of the Issue Date, the Parent shall maintain:


     

    (a) a
      Fixed
      Charge Coverage Ratio, as determined as of the last day of each Fiscal Quarter
      (beginning with the first Fiscal Quarter that starts after the first anniversary
      of the Issue Date), for the four Fiscal Quarters ending on such day, of at
      least
      3.5 to 1.00.

     

    (b) a
      Leverage Ratio, as determined as of the last day of each Fiscal Quarter
      (beginning with the first Fiscal Quarter that starts after the first anniversary
      of the Issue Date), for the four Fiscal Quarters ending on such day, not
      exceeding 4.0 to 1.00.

     

    Section
      4.28. Notes
      to Rank Senior.

     

    The
      Notes
      and all other obligations of the Company and the Guarantors under this Indenture
      are and at all times shall remain direct and first-priority secured obligations
      of the Company and each Guarantor ranking pari
      passu
      as
      against the assets of the Company and each Guarantor with all other Notes from
      time to time issued and outstanding hereunder, without any preference among
      themselves and senior in right and priority of payment to all other present
      and
      future unsecured Indebtedness (actual or contingent) of the Company and each
      Guarantor (except as otherwise required by law).

     

    Section
      4.29. Calculation
      of Original Issue Discount.

     

    The
      Company shall file with the Trustee, solely for purposes of making such
      information available to the Holders upon request, promptly after the end of
      each calendar year (i) a written notice specifying the amount of Tax Original
      Issue Discount (including daily rates and accrual periods) accrued on
      outstanding Notes as of the end of such year and (ii) such other specific
      information relating to such Tax Original Issue Discount as may then be required
      under the Code, or the Treasury regulations promulgated thereunder.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    Section
      4.30. Repurchase
      Upon Delisting.

     

    Upon
      the
      occurrence of a Delisting, the Company shall, within 7 Business Days thereafter
      notify the Trustee and the holders of the Delisting, and within 30 days of
      a
      Delisting, make an offer (the “Delisting
      Offer”)
      pursuant to the procedures set forth in Section
      3.05.
      Each
      holder shall have the right to accept such offer and require the Company to
      repurchase all or any portion (equal to RMB1.0 million or an integral multiple
      thereof) of such Holder’s Notes pursuant to the Delisting Offer at a purchase
      price, in cash equal to Dollar Equivalent of 105.0% of the aggregate principal
      amount of the RMB Notional Amount repurchased, plus accrued and unpaid interest
      on the Notes repurchased, to the Purchase Date.

     

    Section
      4.31. Restriction
      on Activities of the Parent.

     

    Parent
      (a) shall not engage in any activities or hold any assets other than (i) holding
      100% of the Voting Stock of the Company and (ii) those activities incidental
      to
      maintaining its status as a public company, and (b) it will not incur any
      liabilities other than liabilities relating to its Guarantee of the Notes or
      any
      Guarantees by the Parent of any other Debt of the Company or any Debt of any
      Significant Subsidiary that is Guaranteed by the Company and any other
      obligations or liabilities incidental to holding 100% of the Voting Stock of
      the
      Company and those liabilities incidental to its status as a public company;
      provided,
      however,
      that,
      for purposes of this Section
      4.32,
      the
      term “liabilities” shall not include any liability for the declaration and
      payment of dividends on any Voting Stock of the Parent; and provided
      further, however,
      that if
      the Parent merges into the Company, this Section
      4.32
      shall no
      longer be applicable. 

     

    ARTICLE
      5.


     

    SUCCESSORS

     

    Section
      5.01. Merger,
      Consolidation and Sale of Assets.

     

    (a) The
      Company shall not merge, consolidate or amalgamate with or into any other Person
      (other than a merger of a Wholly Owned Subsidiary into the Company) or sell,
      transfer, assign, lease, convey or otherwise dispose of all or substantially
      all
      of its Property in any one transaction or series of transactions
      unless:

     

    (i) the
      Company shall be the Surviving Person in such merger, consolidation or
      amalgamation, or the Surviving Person (if other than the Company) formed by
      such
      merger, consolidation or amalgamation or to which such sale, transfer,
      assignment, lease, conveyance or disposition is made shall be a corporation
      organized and existing under the laws of the British Virgin Islands, the United
      States of America, any State thereof or the District of Columbia;

     

    (ii) the
      Surviving Person (if other than the Company) expressly assumes, by supplemental
      indenture in form satisfactory to the Trustee, executed and delivered to the
      Trustee by such Surviving Person, the due and punctual payment of the principal
      of, and premium, if any, and interest on, all the Notes, according to their
      tenor, and the due and punctual performance and observance of all the covenants
      and conditions of this Indenture to be performed by the Company; 

     

    (iii) in
      the
      case of a sale, transfer, assignment, lease, conveyance or other disposition
      of
      all or substantially all the Property of the Company, such Property shall have
      been transferred as an entirety or virtually as an entirety to one Person;
      

     

    (iv) immediately
      before and after giving effect to such transaction or series of transactions
      on
      a pro forma basis (and treating, for purposes of this clause (iv) and clauses
      (v) and (vi) below, any Debt that becomes, or is anticipated to become, an
      obligation of the Surviving Person or any Subsidiary of the Company as a result
      of such transaction or series of transactions as having been Incurred by the
      Surviving Person or such Subsidiary at the time of such transaction or series
      of
      transactions), no Default or Event of Default shall have occurred and be
      continuing; 

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    (v) immediately
      after giving effect to such transaction or series of transactions on a pro
      forma
      basis: 

     

    (1) the
      Company or the Surviving Person, as the case may be, would be able to Incur
      at
      least US$1.00 of additional Debt under clause (1) of Section
      4.09;
      and

     

    (2) the
      Parent would have a Fixed Charge Coverage Ratio that is not lower than the
      Fixed
      Charge Coverage Ratio of the Parent immediately prior to such transaction and
      would have a Leverage Ratio that is not higher than the Leverage Ratio of the
      Parent immediately prior to such transaction; 

     

    (vi) immediately
      after giving effect to such transaction or series of transactions on a pro
      forma
      basis, the Parent shall have a Consolidated Net Worth in an amount which is
      not
      less than the Consolidated Net Worth of the Parent immediately prior to such
      transaction or series of transactions;

     

    (vii) the
      Company shall deliver, or cause to be delivered, to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction or
      series of transactions and the supplemental indenture, if any, in respect
      thereto comply with this covenant and that all conditions precedent herein
      provided for relating to such transaction or series of transactions have been
      satisfied; and

     

    (viii) 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 transaction 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 transaction had not occurred.

     

    The
      foregoing provisions (other than clause (iv)) shall not apply to (x) any
      transaction or series of transactions which constitute an Asset Sale if the
      Company has complied with Section
      4.12
      or (y)
      the merger of the Parent into the Company.

     

    (b) The
      Company shall not permit any Subsidiary Guarantor to merge, consolidate or
      amalgamate with or into any other Person (other than a merger of a Wholly Owned
      Subsidiary into the Company or such Subsidiary Guarantor) or sell, transfer,
      assign, lease, convey or otherwise dispose of all or substantially all its
      Property in any one transaction or series of transactions unless:

     

    (i) the
      Surviving Person (if not such Subsidiary Guarantor) formed by such merger,
      consolidation or amalgamation or to which such sale, transfer, assignment,
      lease, conveyance or disposition is made shall be a corporation, company
      (including a limited liability company) or partnership organized and existing
      under the laws of the British Virgin Islands, the United States of America,
      any
      State thereof or the District of Columbia; 

     

    (ii) the
      Surviving Person (if other than such Subsidiary Guarantor) expressly assumes,
      by
      supplemental indenture in form satisfactory to the Trustee, executed and
      delivered to the Trustee by such Surviving Person, the due and punctual
      performance and observance of all the obligations of such Subsidiary Guarantor
      under its Subsidiary Guarantee; 

     

    (iii) in
      the
      case of a sale, transfer, assignment, lease, conveyance or other disposition
      of
      all or substantially all the Property of such Subsidiary Guarantor, such
      Property shall have been transferred as an entirety or virtually as an entirety
      to one Person; 

     

    (iv) immediately
      before and after giving effect to such transaction or series of transactions
      on
      a pro forma basis (and treating, for purposes of this clause (iv) and clauses
      (v) and (vi) below, any Debt that becomes, or is anticipated to become, an
      obligation of the Surviving Person, the Company or any of its Subsidiaries
      as a
      result of such transaction or series of transactions as having been Incurred
      by
      the Surviving Person, the Company or such Subsidiary Guarantor at the time
      of
      such transaction or series of transactions), no Default or Event of Default
      shall have occurred and be continuing; 

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    (v) immediately
      after giving effect to such transaction or series of transactions on a pro
      forma
      basis:

     

    (1)
      the
      Company would be able to Incur at least US$1.00 of additional Debt under clause
      (1) of the first paragraph of Section
      4.09,
      and


     

    (2)
      the
      Parent would have a Fixed Charge Coverage Ratio that is not lower than the
      Fixed
      Charge Coverage Ratio of the Parent immediately prior to such transaction and
      would have a Leverage Ratio that is not higher than the Leverage Ratio of the
      Parent immediately prior to such transaction; and

     

    (vi) immediately
      after giving effect to such transaction or series of transactions on a pro
      forma
      basis, the Parent shall have a Consolidated Net Worth in an amount which is
      not
      less than the Consolidated Net Worth of the Parent immediately prior to such
      transaction or series of transactions; and

     

    (vii) the
      Company shall deliver, or cause to be delivered, to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction or
      series of transactions and the supplemental indenture, if any, in respect
      thereto comply with this covenant and that all conditions precedent herein
      provided for relating to such transaction or series of transactions have been
      satisfied.

     

    The
      foregoing provisions (other than clause (iv)) shall not apply to (x) any
      transaction or series of transactions which constitute an Asset Sale if the
      Company has complied with Section
      4.12
      or (y)
      the merger of the Parent into the Company.

     

    Section
      5.02. Successor
      Corporation Substituted.

     

    The
      Surviving Person shall succeed to, and be substituted for, and may exercise
      every right and power of the Company or a Guarantor, as applicable, under this
      Indenture; provided,
      however,
      that
      the predecessor entity shall not be released from any of the obligations or
      covenants under this Indenture, including with respect to the payment of the
      Notes and obligations under the Guarantee, as the case may be, in the case
      of:

     

    (a) a
      sale,
      transfer, assignment, conveyance or other disposition (unless such sale,
      transfer, assignment, conveyance or other disposition is of all or substantially
      all of the assets of the Company, taken as a whole or, in the case of a
      Guarantor, such sale, transfer, assignment, conveyance or other disposition
      is
      of all or substantially all of the assets of such Guarantor to a Person that
      is
      not (either before or after giving effect to such transaction) a Subsidiary
      of
      the Company, or such portion of the Capital Stock of such Guarantor ceases
      to be
      a Subsidiary of the Company), or

     

    (b) a
      lease.

     

    ARTICLE
      6.

     

    DEFAULTS
      AND REMEDIES

     

    Section
      6.01. Events
      of Default.

     

    Each
      of
      the following constitutes an “Event of Default” with respect to the
      Notes:

     

    (a) failure
      to make the payment of any interest on the Notes when the same becomes due
      and
      payable, and such failure continues for a period of 10 days; 

     

    (b) failure
      to make the payment of any principal of, or premium, if any, on, any of the
      Notes when the same becomes due and payable at its Stated Maturity, upon
      acceleration, redemption, optional redemption, required repurchase or otherwise,
      including payment of Additional Amounts pursuant to Section 4.01; 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    (c) failure
      to comply with Section
      5.01;

     

    (d) failure
      to comply with any other covenant or agreement in the Notes or in this Indenture
      (other than a failure that is the subject of the foregoing clause (a), (b)
      or
      (c), and other than the failure to comply with Section
      4.24,
      for
      which payment of Additional Amounts is provided for hereunder and is governed
      by
Section
      4.01,),
      and
      such failure continues for 30 days (45 days in the case of failure to comply
      with Section
      4.26(b))
      after
      written notice is given to the Company by the Trustee or the holders of not
      less
      than 25% in aggregate principal amount of the Notes then outstanding specifying
      the default, demanding that it be remedied and stating that such notice is
      a
“Notice of Default;” 

     

    (e) a
      default
      under any Debt by the Company or any of its Subsidiaries that results in
      acceleration of the maturity of such Debt, or failure to pay any such Debt
      when
      due, in an aggregate amount greater than US$3.0 million or its foreign currency
      equivalent at the time; 

     

    (f) any
      legal
      proceeding that shall have a good foundation in law and fact that would
      potentially result in the payment of money in an aggregate amount in excess
      of
      US$5.0 million (or its foreign currency equivalent at the time) shall be
      instituted against the Parent, the Company or any of its Subsidiaries, or
      judgment or judgments for, the payment of money in an aggregate amount in
      respect of US$1.0 million (or its foreign currency equivalent at the time)
      that
      shall be rendered against the Parent, the Company or any of its Subsidiaries;
      

     

    (g) any
      Guarantee ceases to be in full force and effect (other than in accordance with
      the terms of such Guarantee) or any Guarantor or a group of Guarantors that,
      taken as a whole, would constitute a Significant Subsidiary denies or disaffirms
      its obligations under its Guarantee;

     

    (h) the
      Parent, the Company, any of its Significant Subsidiaries (or any group of
      Subsidiaries that, when taken together, would constitute a Significant
      Subsidiary) pursuant to or within the meaning of any Bankruptcy
      Law:

     

    (A) commences
      a voluntary case or gives notice of intention to make a proposal under any
      Bankruptcy Law;

     

    (B) consents
      to the entry of an order for relief against it in an involuntary case or
      consents to its dissolution or winding up;

     

    (C) consents
      to the appointment of a receiver, interim receiver, receiver and manager,
      liquidator, trustee or custodian of it or for all or substantially all of its
      property;

     

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

     

    (E) admits
      in
      writing its inability to pay its debts as they become due or otherwise admits
      its insolvency; 

     

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

     

    (A) is
      for
      relief against the Parent, the Company, any of its Significant Subsidiaries
      (or
      any group of Subsidiaries that, when taken together, would constitute a
      Significant Subsidiary) in an involuntary case; or

     

    (B) appoints
      a receiver, interim receiver, receiver and manager, liquidator, trustee or
      custodian of the Parent, the Company, any of its Significant Subsidiaries (or
      any group of Subsidiaries that, when taken together, would constitute a
      Significant Subsidiary) for all or substantially all of the property of the
      Parent, the Company, any of its Significant Subsidiaries (or any group of
      Subsidiaries that, when taken together, would constitute a Significant
      Subsidiary); or

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    (C) orders
      the liquidation of the Parent, the Company, any of its Significant Subsidiaries
      (or any group of Subsidiaries that, when taken together, would constitute a
      Significant Subsidiary);

     

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

     

    (j) any
      default by the Parent, the Company, Subsidiary Guarantor or Future Guarantor
      Pledgor in any of its obligations under the Security Documents, which adversely
      affects the enforceability, validity, perfection or priority of the applicable
      Lien on the Collateral or which adversely affects the condition or value of
      the
      Collateral, taken as a whole, in any material respect; the security interest
      under the Security Documents shall, at any time, cease to be in full force
      and
      effect for any reason other than the satisfaction in full of all obligations
      under the Indenture and discharge of the Indenture or any security interest
      created thereunder shall be declared invalid or unenforceable or the Parent,
      the
      Company or any Guarantor shall assert, in any pleading in any court of competent
      jurisdiction, that any such security interest is invalid or
      unenforceable;

     

    (k)
      the
      Parent, the Company, any Subsidiary Guarantor or any Future Guarantor Pledgor
      denies or disaffirms its obligations under any Security Document or, other
      than
      in accordance with this Indenture and the Security Documents, any Security
      Document ceases to be or is not in full force and effect or the Collateral
      Agent
      ceases to have a first priority interest in the Collateral;

     

    (l)
      the
      Company or any of its Subsidiaries amends or modifies their respective
      constitutive documents in such a manner that would have a Material Adverse
      Effect or engages any business other than a Related Business;

     

    (m)
      either the Indenture, the Notes, any loan made directly or indirectly from
      the
      Company to the WFOE, or any Security Document shall be (A) declared by any
      Governmental Authority to be illegal or unenforceable or (B) terminated prior
      to
      its scheduled termination date; 

     

    (n)
      (i)
      the confiscation, expropriation or nationalization by any Governmental Authority
      of any Property of the Parent, the Company or any of its Subsidiaries; or (ii)
      if such revocation or repudiation could reasonably be expected to have a
      Material Adverse Effect, the revocation or repudiation by any Governmental
      Authority of any previously granted Governmental Approval to the WFOE that
      is
      material to the operation of the Related Business; or (iii) the imposition
      or
      introduction of material and discriminatory taxes, tariffs, royalties, customs
      or excise duties imposed on the WFOE, or the material and discriminatory
      withdrawal or suspension of material privileges or specifically granted material
      rights of a fiscal nature; or

     

    (o)
      failure by the Parent, the Company or any Affiliate thereof (other than any
      Person who is an Affiliate solely because such Person is a holder of Notes
      or of
      the Parent’s warrants to purchase its common stock) to comply with any of the
      agreements in that certain Investor Rights Agreement dated the Issue Date by
      and
      among the Company, the Parent, certain Affiliates of the Company and the other
      Persons therein named if such failure continues for 30 days after written notice
      is given to the Company by the Trustee or the holders of not less than 25%
      in
      aggregate principal amount of the Notes then outstanding specifying the default,
      demanding that it be remedied and stating that such notice is a “Notice of
      Default;” 

     

    (p)
      failure by Beihai Hi-Tech Wealth Technology Development Co., Ltd. on or before
      the expiration of 30 days after the Issue Date to fully discharge, refinance
      (without any change to the repayment term) or obtain in writing a continuing
      wavier of not less than one year regarding any Debt of such WFOE that as of
      the
      Issue Date is in default;

    


    (q)
      with
      respect to Beijing Hi-Tech Wealth Electronic Products Co., Ltd., a limited
      liability company organized in the PRC, (i) any sale, lease, license or other
      transfer or disposition (other than to the Parent or any of its Subsidiaries)
      of
      any of its rights in respect of patents, patent rights, licenses, inventions,
      copyrights, know-how (including any discoveries, concepts, ideas, research
      and
      development, know-how, formulas, inventions, compositions, manufacturing and
      production processes and techniques, technical data, procedures, designs,
      drawings, specifications, databases, and other proprietary or confidential
      information, trademarks, service marks and trade names in respect of mobile
      telephones, or (ii) expiration, termination or revocation of any of its
      licenses, permits, certificates, consents, orders, approvals and other
      authorizations from any Governmental Authority in respect of the manufacture,
      sale or distribution of mobile telephones in the PRC, or (iii) failure by such
      company to license or sub-license on an exclusive basis (including with
      prejudice to the rights of Beijing Hi-Tech Wealth Electronic Products Co.,
      Ltd.
      itself) to the Parent or any of its Subsidiaries any of the intellectual
      property described in the foregoing clause (i) or the licenses, permits,
      certificates, consents, orders, approvals and other authorizations described
      in
      the foregoing clause (ii), in each case on terms and conditions that are
      substantially similar to and not materially more disadvantageous to the licensee
      than licenses by such licensor to such licensee in existence on the Issue
      Date;

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    


    (r)
      the
      Company as of March 31, 2008 shall not have consummated the transactions
      contemplated by that certain Binding Term Sheet, dated February 8, 2007 (the
      “Binding
      Term Sheet”),
      by
      and between the Company and Beijing Hi-Tech Wealth Investment and Development
      Company Limited, including without, limitation, (i) performing, or causing
      one
      of its Subsidiaries to perform, the Company’s obligations thereunder or pursuant
      to the subsequent definitive agreement, if any, entered into by such parties
      with respect to the matters contemplated in the Binding Term Sheet (to the
      extent applicable, the “Binding
      IP Transfer Agreement”);
      (ii)
      paying, or causing one of its subsidiaries to pay, the requisite purchase price
      as set forth in the Binding Term Sheet or, to the extent applicable, the Binding
      IP Transfer Agreement; (iii) registering, or causing one of its Subsidiaries
      to
      register, the transfer of the applicable intellectual property rights purchased
      pursuant to the Binding Term Sheet, or to the extent applicable, the Binding
      IP
      Transfer Agreement, with the applicable Governmental Authorities, so as to
      ensure the proper ownership of such intellectual property rights by the Company
      or one of its Subsidiaries; or

    


    (s)
      failure by any Permitted Holder, the Parent or any of its Subsidiaries to fully
      comply, including without limitation, with any applicable foreign exchange
      registration, settlement or remittance requirement therein, with Circular 75
      issued by the PRC State Administration of Foreign Exchange on October 21, 2005,
      including any amendment, implementing rules, or official interpretation thereof
      or any replacement, successor or alternative legislation having the same subject
      matter thereof and the failure to so comply may have a material adverse effect
      on the Company.

     

    Section
      6.02. Acceleration.

     

    If
      any
      Event of Default (other than those of the type described in Section
      6.01(h)
      or
(i),
      or
      resulting from a breach of Section
      4.24,
      for
      which Additional Amounts are provided) occurs and is continuing, the Trustee
      may, and the Trustee upon the written request of Holders of 25% in principal
      amount of the outstanding Notes shall, or the Holders of at least 25% in
      principal amount of outstanding Notes may, declare the principal of all the
      Notes, together with all accrued and unpaid interest, premium, if any, to be
      due
      and payable by notice in writing to the Company and the Trustee specifying
      the
      respective Event of Default and that such notice is a notice of acceleration
      (the “Acceleration
      Notice”),
      and
      the same shall become immediately due and payable together with any premium
      that
      would be payable pursuant to the terms of this Indenture if the Notes were
      redeemed pursuant to any election of the Company or a Noteholder which is herein
      provided.

     

    In
      the
      case of an Event of Default specified in Section
      6.01 (h)
      or
(i)
      hereof,
      all outstanding Notes shall become due and payable immediately without any
      further declaration or other act on the part of the Trustee or the Holders.
      Holders may not enforce this Indenture or the Notes except as provided in this
      Indenture. 

     

    Section
      6.03. Other
      Remedies.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee may pursue any available
      remedy to collect the payment of principal, premium, if any, and interest on
      the
      Notes or to enforce the performance of any provision of the Notes or this
      Indenture. In addition, if an Event of Default occurs and is continuing, the
      Trustee may, upon request of Holders of at least 25% of the aggregate principal
      amount of the Notes then outstanding, instruct the Collateral Agent to foreclose
      on the Collateral in accordance with the terms of the Security Documents and
      take such further action on behalf of the Holders of the Notes with respect
      to
      the Collateral as the Trustee deems appropriate.

     

    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. 

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    Section
      6.04. Waiver
      of Defaults.

     

    The
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding by written notice to the Trustee may on behalf of the Holders of
      all
      of the Notes, waive any existing Default or Event of Default, and its
      consequences, except a continuing Default or Event of Default (i) in the payment
      of the principal of, premium, if any, or interest, on the Notes and (ii) in
      respect of a covenant or provision which under this Indenture cannot be modified
      or amended without the consent of the Holder of each Note affected by such
      modification or amendment. In the event of any Event of Default specified in
      Section
      6.01(e),
      such
      Event of Default and all consequences of that Event of Default, including
      without limitation any acceleration or resulting payment default, shall be
      annulled, waived and rescinded, automatically and without any action by the
      Trustee or the Holders of the Notes, if within 60 days after the Event of
      Default arose:

     

    (a) the
      Debt
      that is the basis for the Event of Default has been discharged;

     

    (b) the
      holders of such Debt have rescinded or waived the acceleration, notice or
      action, as the case may be, giving rise to the Event of Default; or

     

    (c) if
      the
      default that is the basis for such Event of Default has been cured.

     

    The
      Company shall deliver to the Trustee an Officers’ Certificate stating that the
      requisite percentage of Holders has consented to such waiver and attaching
      copies of such consents. In case of any such waiver, the Company, the Trustee
      and the Holders shall be restored to their former positions and rights hereunder
      and under the Notes, respectively. Upon
      any
      waiver of a Default or Event of Default, such Default shall cease to exist,
      and
      any Event of Default arising therefrom shall be deemed cured for every purpose
      of this Indenture but no such waiver shall extend to any subsequent or other
      Default or Event of Default or impair any right consequent thereon.

     

    Section
      6.05. Control
      by Supermajority.

     

    Subject
      to Section
      7.01,
      Section
      7.02(f)
      (including the Trustee’s receipt of the security or indemnification described
      therein) and Section
      7.07
      hereof,
      in case an Event of Default shall occur and be continuing, the Holders of at
      least three-fourths in aggregate principal amount of the Notes then outstanding
      shall have the right to direct the time, method and place of conducting any
      proceeding for any remedy available to the Trustee or exercising any trust
      or
      power conferred on the Trustee with respect to the Notes. However, the Trustee
      may refuse to follow any direction that conflicts with law, this Indenture,
      or
      the Security Documents that may involve the Trustee in personal liability for
      which adequate indemnification has not been provided, or that the Trustee
      determines in good faith may be unduly prejudicial to the rights of Holders
      not
      joining in the giving of such direction and may take any other action it deems
      proper that is not inconsistent with any such direction received from Holders.
      

     

    Section
      6.06. Limitation
      on Suits.

     

    No
      Holder
      shall have any right to institute any proceeding with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any remedy thereunder,
      unless:

     

    (a) such
      Holder has previously given to the Trustee written notice of a continuing Event
      of Default or the Trustee receives the notice from the Company,

     

    (b) Holders
      of at least 25% in aggregate principal amount of the Notes then outstanding
      have
      made written request to the Trustee to institute such proceeding as trustee
      and
      have provided the Trustee security or indemnity satisfactory to the Trustee
      against any loss, liability or expense but the Trustee has not complied with
      such request within 60 days after the receipt of the request and the security
      or
      indemnity satisfactory to the Trustee, and

     

    (c) the
      Trustee shall not have received from the Holders of a majority in aggregate
      principal amount of the Notes then outstanding a direction inconsistent with
      such request and shall have failed to institute such proceeding within 60
      days.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    The
      preceding limitations shall not apply to a suit instituted by a Holder for
      enforcement of payment of principal of, and premium, if any, or interest on,
      a
      Note on or after the respective due dates for such payments set forth in such
      Note.

     

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

     

    Section
      6.07. Rights
      of Holders to Receive Payment.

     

    Notwithstanding
      any other provision of this Indenture (including Section
      6.06),
      the
      right of any Holder to receive payment of principal, premium, if any, and
      interest on the Notes held by such Holder, on or after the respective due dates
      expressed in the Notes (including in connection with an offer to purchase),
      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 (h)
      or
(i)
      occurs
      and is continuing, the Trustee is authorized to recover judgment in its own
      name
      and as trustee of an express trust against the Company for the whole amount
      of
      principal of, premium, if any, and interest then due and owing (together with
      interest on overdue principal and, to the extent lawful, interest) and such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including compensation, expenses, disbursements and advances of
      the
      Trustee, its agents and counsel.

     

    Section
      6.09. Trustee
      May File Proofs of Claim.

     

    The
      Trustee shall be authorized to file such proofs of claim and other papers or
      documents as may be necessary or advisable in order to have the claims of the
      Trustee (including any claim for the compensation, expenses, disbursements
      and
      advances of the Trustee, its agents and counsel) and the Holders allowed in
      any
      judicial proceedings relative to the Company (or any other obligor upon the
      Notes), its creditors or its property and shall be entitled and empowered to
      collect, receive and distribute any money or other property payable or
      deliverable on any such claims and any custodian in any such judicial proceeding
      is hereby authorized by each Holder to make such payments to the Trustee, and
      in
      the event that the Trustee shall consent to the making of such payments directly
      to the Holders, to pay to the Trustee any amount due to it for the compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel,
      and
      any other amounts due the Trustee or any Agents under Section
      7.07
      hereof.
      To the extent that the payment of any such compensation, expenses, disbursements
      and advances of the Trustee, Agents and their respective agents and counsel,
      and
      any other amounts due the Trustee and any Agents under Section
      7.07
      hereof
      out of the estate in any such proceeding, shall be denied for any reason,
      payment of the same shall be secured by a Lien on, and shall be paid out of,
      any
      and all distributions, moneys, securities and any other properties that the
      Holders may be entitled to receive in such proceeding whether in liquidation
      or
      under any plan of reorganization or arrangement or otherwise. Nothing herein
      contained shall be deemed to authorize the Trustee to authorize or consent
      to or
      accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
      adjustment or composition affecting the Notes or the rights of any Holder,
      or to
      authorize the Trustee to vote in respect of the claim of any Holder in any
      such
      proceeding.

     

    Section
      6.10. Priorities.

     

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

     

    First:
      to the
      Trustee, the Agents, their respective agents and attorneys for amounts due
      under
Section
      7.07
      hereof,
      including payment of all compensation, expenses and liabilities incurred, and
      all advances made, by the Trustee, the Agents, their respective agents and
      attorneys and the costs and expenses of collection in connection with this
      Indenture, the Security Documents or the Notes, including the collection or
      distribution of such amounts held or realized or in connection with expenses
      incurred in enforcing its remedies under the Security Documents and preserving
      the Collateral and all amounts for which the Trustee and the Agents are entitled
      to indemnification under the Security Documents;

     

    
      
        
        

      

      
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    Second:
      in
      case
      the principal of the outstanding Notes shall not have become due and be unpaid,
      to the payment of Interest on the Notes in default in the order of the maturity
      of the installments of such Interest, with interest (to the extent that such
      interest has been collected by the Trustee) upon the overdue installments of
      Interest at the rate specified in the Notes, such payments to be made ratably
      to
      the Persons entitled thereto;

     

    Third:
      in case
      the principal of the outstanding Notes shall have become due, by declaration
      or
      otherwise, and be unpaid to the payment of the whole amount then owing and
      unpaid upon the Notes for principal and Interest, with Interest on the overdue
      principal and (to the extent that such Interest has been collected by the
      Trustee) upon overdue installments of Interest at the rate specified in the
      Notes, and in case such monies shall be insufficient to pay in full the whole
      amounts so due and unpaid upon the Notes, then to the payment of such principal
      and Interest without preference or priority of principal over Interest, or
      of
      Interest over principal, or of any installment of Interest over any other
      installment of Interest, or of any Note over any other Note, ratably to the
      aggregate of such principal and accrued and unpaid Interest; and

     

    Fourth:
      to the
      Company or the Guarantors or to such party as a court of competent jurisdiction
      shall direct.

     

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

     

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

     

    Section
      6.12. Restoration
      of Rights and Remedies.

     

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

     

    Section
      6.13. Rights
      and Remedies Cumulative.

     

    No
      right
      or remedy conferred or reserved to the Trustee or to the Holders under this
      Indenture is intended to be exclusive of any other right or remedy, and all
      such
      rights and remedies are, to the extent permitted by law, cumulative and in
      addition to every other right and remedy hereunder or now or hereafter existing
      at law or in equity or otherwise. The assertion or exercise of any right or
      remedy hereunder, or otherwise, will not prevent the concurrent assertion or
      exercise of any other right or remedy.

     

    Section
      6.14. Delay
      or Omission Not Waiver.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      7.

     

    TRUSTEE
      AND AGENTS

     

    Section
      7.01. Duties
      of Trustee.

     

    (a) The
      duties and responsibilities of the Trustee are as set forth herein. Whether
      or
      not expressly so provided, every provision of this Indenture relating to the
      conduct or affecting the liability of or affording protection to the Trustee
      is
      subject to this Article. The rights and protections provided to the Trustee
      in
      this Article shall also apply to the Agents.

     

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

     

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

     

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

     

    (2) in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture. However, with respect to certificates or
      opinions specifically required to be furnished to it hereunder, the Trustee
      shall examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture (but need not verify, confirm
      or
      investigate the accuracy of mathematical calculations or other facts stated
      therein).

     

    (d) The
      Trustee may not be relieved from liabilities for its own grossly negligent
      action, its own grossly negligent failure to act, or its own willful misconduct
      as determined by a court of competent jurisdiction determines, except
      that:

     

    (1) this
      paragraph does not limit the effect of paragraph (c) of this
      Section;

     

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

     

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

     

    (e) No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or incur any liability. The Trustee shall be under no obligation to
      exercise any of its rights and powers under this Indenture at the request of
      any
      Holders, unless such Holder shall have offered to the Trustee security and
      indemnity satisfactory to it against any loss, liability or
      expense.

     

    
      
        
        

      

      
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    (f) The
      Trustee shall not be liable for interest on any money received by it except
      as
      the Trustee may agree in writing with the Company. Money held in trust by the
      Trustee need not be segregated from other funds except to the extent required
      by
      law and need not be invested except as agreed to by the Trustee.

     

    (g)
      In
      the
      event that the Agents shall be uncertain as to its duties or rights hereunder
      or
      shall receive instructions, claims or demands from the Issuer, in its opinion,
      conflict with any of the provisions of this Indenture, it shall be entitled
      to
      refrain from taking any action until it is directed in writing by a final order
      or judgment of a court of competent jurisdictions. 

     

    (h) Notwithstanding
      anything to the contrary contained in this Indenture, none of the Agents shall
      be obliged to act or omit to act in accordance with any instruction, direction
      or request delivered to them by the Company unless such instruction, direction
      or request is delivered to such Agents in writing. Each of the Agents may,
      in
      connection with its services hereunder rely upon the terms of any notice,
      communication or other document believed by it to be genuine. 

     

    (i) Notwithstanding
      anything herein to the contrary, the Trustee shall not be responsible for
      recitals, statements, warranties or representations of any party contained
      in
      this Indenture or any other agreement or other document, entered into in
      connection herewith or therewith and shall assume the accuracy and correctness
      thereof and shall not be responsible for the execution, legality, effectiveness,
      adequacy, genuineness, validity or enforceability or admissibility in evidence
      of any such agreement or other document or any trust or security thereby
      constituted or evidenced. Notwithstanding the generality of the foregoing, each
      Holder shall be solely responsible for making its own independent appraisal
      of
      and investigation into the financial condition, creditworthiness, condition,
      affairs, status and nature of the Company and any Subsidiary, and the Trustee
      shall not at any time have any responsibility for the same and each Holder
      shall
      not rely on the Trustee in respect thereof.

     

    Section
      7.02. Rights
      of Trustee.

     

    Subject
      to Section
      7.01:

     

    (a) The
      Trustee may conclusively rely upon any document believed by it to be genuine
      and
      to have been signed or presented by the proper Person. The Trustee need not
      investigate any fact or matter stated in any such document but may, in its
      discretion, make further inquiry or investigation into such facts or matters
      as
      it sees fit. 

     

    (b) Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance on such
      Officers’ Certificate or Opinion of Counsel. The Trustee may at the expense of
      the Company consult with counsel and the written advice of such counsel or
      any
      Opinion of Counsel shall be full and complete authorization and protection
      from
      liability in respect of any action taken, suffered or omitted by it hereunder
      in
      good faith and in reliance thereon. The Company shall reimburse the Trustee
      for
      any expenses, including attorneys fees, incurred in connection with the actions
      contemplated by this Section
      7.02(b).

     

    (c) The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Indenture.

     

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

     

    (e) The
      Trustee shall not be deemed to have notice of any Default or Event of Default
      unless a Responsible Officer of the Trustee has actual knowledge thereof or
      unless written notice of any event which is in fact such a Default or Event
      of
      Default is received by a Responsible Officer of the Trustee at the Specified
      Office of the Trustee from the Company or the Holders of 25% in aggregate
      principal amount of the outstanding Notes, and such notice references the
      specific Default or Event of Default, the Notes and this Indenture.

     

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

     

    
      
        
        

      

      
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    (g) The
      Trustee shall have no duty to inquire as to the performance or observance of
      any
      covenants, conditions or agreements on the part of the Company under this
      Indenture; but the Trustee may require of the Company full information and
      advice as to the performance of the covenants, conditions and agreements
      aforesaid.

     

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

     

    (i) The
      permissive rights of the Trustee enumerated herein shall not be construed as
      duties.

     

    (j) The
      Trustee shall at no time have any responsibility or liability for or with
      respect to the legality, validity or enforceability of any security interest
      or
      Collateral or any arrangement or agreement between Company and any Person with
      respect thereto, or the perfection or priority of any security interest or
      Collateral created in any of the Security Documents or the maintenance of any
      such perfection and priority, or for or with respect to the sufficiency of
      any
      security interest or Collateral following an Event of Default.

     

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

     

    Section
      7.03. Individual
      Rights of Trustee.

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may otherwise deal with the Company or any Affiliate of the Company
      with the same rights it would have if it were not Trustee and nothing herein
      shall obligate the Trustee to account for any profits earned from any business
      or transactional relationship with the Company or any Affiliate thereof.
      However, in the event that the Trustee acquires any conflicting interest it
      must
      eliminate such conflict within 90 days, or resign. Any Agent may do the same
      with like rights and duties. The Trustee shall also be subject to Section
      7.10
      hereof.

     

    Section
      7.04. Trustee’s
      Disclaimer.

     

    The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Indenture or the Notes or any Guarantee, it shall
      not be accountable for the Company’s use of the proceeds from the Notes or any
      money paid to the Company or upon the Company’s direction under any provision of
      this Indenture, it shall not be responsible for the use or application of any
      money received by any Paying Agent other than the Trustee, it shall not be
      responsible for any statement or recital herein or any statement in the Notes
      or
      any other document in connection with the sale of the Notes or pursuant to
      this
      Indenture other than its certificate of authentication. The Trustee shall not
      have any responsibility for the Company’s or any Holder’s compliance with any
      U.S. federal or state securities laws in connection with the Notes. The Trustee
      shall not be responsible for ensuring that the interest rate on the Notes is
      no
      higher than the maximum rate permitted by New York law.

     

    Section
      7.05. Notice
      of Defaults.

     

    If
      the
      Trustee receives notice of any Default or Event of Default from the Company,
      the
      Trustee shall mail to Holders a notice of the Default or Event of Default within
      90 days after receipt thereof. Except in the case of a Default or Event of
      Default in payment of principal of, premium, if any, or interest on any Note,
      the Trustee may withhold the notice if and so long as a committee of its
      Responsible Officers in good faith determines that withholding the notice is
      in
      the interests of the Holders.

     

    Section
      7.06. Force
      Majeure.

     

    Notwithstanding
      anything to the contrary in this Indenture, none of the Agents shall in any
      event be liable for any failure or delay in the performance of its obligations
      hereunder if it is prevented from so performing its obligations by any
      circumstances beyond the control of such Agent, including without limitation,
      existing or future law or regulation, any existing or future act of governmental
      authority, act of God, flood, war whether declared or undeclared, terrorism,
      riot, rebellion, civil commotion, strike, lockout, other industrial action,
      general failure of electricity or other supply, aircraft collision, technical
      failure, accidental or mechanical or electrical breakdown, computer failure
      or
      failure of any money transmission system.

    


    
      
        
        

      

      
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    Section
      7.07. Compensation
      and Indemnity.

     

    The
      Company and each Guarantor, jointly and severally, shall pay to the Trustee
      from
      time to time reasonable compensation for its acceptance of this Indenture and
      services hereunder. The Trustee’s compensation shall not be limited by any law
      on compensation of a trustee of an express trust. The Company and each
      Guarantor, jointly and severally, shall reimburse the Trustee promptly upon
      request for all reasonable disbursements, advances and expenses incurred or
      made
      by it in addition to the compensation for its services. Such expenses shall
      include the reasonable compensation, disbursements and expenses of the Trustee’s
      agents and counsel.

     

    The
      Company and each Guarantor, jointly and severally, hereby unconditionally and
      irrevocably covenants and undertakes to indemnify and hold harmless the Trustee,
      its directors, officers, employees and agents (each an “indemnified party”) in
      full at all times against all losses, liabilities, actions, proceedings, claims,
      demands, penalties, damages, costs, expenses disbursements, and other
      liabilities whatsoever (for purposes of this Article, the “losses”), including
      without limitation the costs and expenses of legal advisors and other experts,
      which may be incurred, suffered or brought against such indemnified party as
      a
      result or in connection with (a) their appointment or involvement hereunder
      or
      the exercise of any of their powers or duties hereunder or the taking of any
      acts in accordance with the terms of this Agreement or its usual practice;
      (b)
      this Indenture, the Notes and any other transaction documents, or (c) any
      instruction or other direction upon which the Trustee may rely under this
      Indenture, the Notes or other transaction documents, as well as the costs and
      expenses incurred by an indemnified party of defending itself against or
      investigating any claim or liability with respect of the foregoing provided
      that
      this indemnity shall not apply in respect of an indemnified party to the extent
      but only to the extent that a court of competent jurisdiction determines that
      any such losses incurred or suffered by or brought against such indemnified
      party arises directly from the fraud, willful misconduct or gross negligence
      or
      bad faith of such indemnified party. The parties hereto acknowledge that the
      foregoing indemnities shall survive the resignation or removal of the Trustee
      or
      the termination of this Indenture.

     

    Notwithstanding
      any other term or provision of this Indenture to the contrary, the Trustee
      shall
      not be liable under any circumstances for special, punitive, indirect or
      consequential loss or damage of any kind whatsoever including but not limited
      to
      loss of profits, whether or not foreseeable, even if the Trustee is actually
      aware of or has been advised of the likelihood of such loss or damage and
      regardless of whether the claim for such loss or damage is made in negligence,
      for breach of contract, breach of trust, breach of fiduciary obligation or
      otherwise. The provisions of this Section 7.07 shall survive the termination
      or
      expiration of this Indenture and the Security Documents and the resignation
      or
      removal of the Trustee.

     

    The
      obligations of the Company and Guarantors under this Section shall survive
      the
      satisfaction and discharge of this Indenture pursuant to Article
      11
      hereof,
      the termination of this Indenture and the Security Documents, the resignation
      or
      removal of the Trustee or payment in full of the Notes through the expiration
      of
      the applicable statute of limitations.

     

    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,
      except that held in trust to pay principal, premium, if any, and interest on
      particular Notes. Notwithstanding any provision hereof to the contrary, the
      Trustee’s Lien shall not be subordinated to that of Senior Debt. Such Lien shall
      survive the satisfaction and discharge of this Indenture pursuant to
Article
      11
      hereof,
      the termination of this Indenture and the Security Documents, the resignation
      or
      removal of the Trustee or payment in full of the Notes through the expiration
      of
      the applicable statute of limitations.

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section
      6.01(h)
      or
(i)
      hereof
      occurs, the expenses and the compensation for the services (including the fees
      and expenses of its agents and counsel) are intended to constitute expenses
      of
      administration under any Bankruptcy Law.

     

    
      
        
        

      

      
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    Section
      7.08. Replacement
      of Trustee.

     

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

     

    The
      Trustee may resign without assigning any reason and without being responsible
      for any costs, charges and expenses occasioned by such retirement, and be
      discharged from the trust hereby created in writing at any time upon 30 days’
prior notice to the Company. The Holders of a majority in aggregate principal
      amount of the then outstanding Notes may remove the Trustee by so notifying
      the
      Trustee and the Company in writing. The Company may remove the Trustee
      if:

     

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

     

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

     

    (c) the
      Trustee becomes incapable of acting.

     

    If
      the
      Trustee resigns or is removed or if a vacancy exists in the office of Trustee
      for any reason (the Trustee in such event being referred to herein as the
      retiring Trustee), Holders of a majority in principal amount of the then
      outstanding Notes shall promptly appoint a successor Trustee, who shall charge
      for its services at the rates not significantly higher than the rates originally
      charged by the Trustee. 

     

    If
      a
      successor Trustee does not take office within 30 days after the retiring Trustee
      resigns or is removed, the retiring Trustee, the Company, or the Holders of
      at
      least 10% in aggregate principal amount of the then outstanding Notes may
      petition at the expense of the Company any court of competent jurisdiction
      for
      the appointment of a successor Trustee.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company. 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. Subject
      to
      the Lien provided for in Section
      7.07
      hereof,
      the retiring Trustee shall promptly transfer all property held by it as Trustee
      to the successor Trustee; provided,
      however,
      that
      all sums owing to the Trustee hereunder shall have been paid. Notwithstanding
      replacement of the Trustee pursuant to this Section, the Company’s obligations
      under Section
      7.07
      hereof
      shall continue for the benefit of the retiring Trustee.

     

    In
      the
      case of an appointment hereunder of a separate or successor Trustee with respect
      to the Notes, the Company, the Guarantors, any retiring Trustee and each
      successor or separate Trustee with respect to the Notes shall execute and
      deliver a supplemental indenture in form satisfactory to the Trustee (1) which
      shall contain such provisions as shall be deemed necessary or desirable to
      confirm that all the rights, powers, trusts and duties of any retiring Trustee
      with respect to the Notes as to which any such retiring Trustee is not retiring
      shall continue to be vested in such retiring Trustee and (2) that shall add
      to
      or change any of the provisions of this Indenture as shall be necessary to
      provide for or facilitate the administration of the trusts hereunder by more
      than one Trustee, it being understood that nothing herein or in such
      supplemental indenture shall constitute such Trustee co-trustees of the same
      trust and that each such separate, retiring or successor Trustee shall be
      Trustee of a trust or trusts hereunder separate and apart from any trust or
      trusts hereunder administered by any such other Trustee.

     

    Section
      7.09. Successor
      Trustee by Merger, etc.

     

    If
      the
      Trustee consolidates, merges or converts into, or transfers all or substantially
      all of its corporate trust business to, another corporation or banking
      association, the successor corporation or banking association without any
      further act shall, if such successor corporation or banking association is
      otherwise eligible hereunder, be the successor Trustee.

     

    
      
        
        

      

      
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    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Trustee shall succeed to the trust 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.

     

    ARTICLE
      8.


     

    AMENDMENT,
      SUPPLEMENT AND WAIVER

     

    Section
      8.01. Without
      Consent of Holders.

     

    Notwithstanding
      Section
      8.02
      of this
      Indenture, the Company and the Trustee may amend or supplement this Indenture,
      the Security Documents or the Notes without consent of any Holder
      to:

     

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

     

    (b) provide
      for the assumption by a Surviving Person of the obligations of the Company
      under
      this Indenture;

     

    (c) provide
      for uncertificated Notes in addition to or in place of certificated Notes
      (provided
      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) add
      additional Guarantees or additional obligors with respect to the Notes or
      release Guarantors from guarantees as permitted by the terms of this
      Indenture;

     

    (e) further
      secure the Notes, or release all or any portion of the Collateral pursuant
      to
      the terms of the Security Documents;

     

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

     

    (g) make
      any
      other change that does not adversely affect the legal rights hereunder of any
      such Holder.

     

    Section
      8.02. With
      Consent of Holders.

     

    Except
      as
      provided below in this Section, the Company and the Trustee may amend or
      supplement this Indenture, the Security Documents and the Notes with the consent
      of the Holders of at least three-fourths in aggregate principal amount of the
      Notes then outstanding voting as a single class (including consents obtained
      in
      connection with a purchase of or tender offer or exchange offer for the Notes),
      and, subject to Sections
      6.04
      and
6.07,
      any
      existing Default or Event of Default (except a continuing Default or Event
      of
      Default in (i) the payment of principal, premium, if any, or interest on the
      Notes and (ii) in respect of a covenant or provision which under this Indenture
      cannot be modified or amended without the consent of the Holder of each Note
      affected by such modification or amendment) or compliance with any provision
      of
      this Indenture or the Notes may be waived with the consent of the Holders of
      a
      majority in aggregate principal amount of the Notes then outstanding voting
      as a
      single class (including consents obtained in connection with a purchase of
      or
      tender offer or exchange offer for the Notes).

     

    Without
      the consent of each Holder, an amendment or waiver under this Section may not
      (with respect to any Notes held by a non-consenting Holder):

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (f) subordinate
      the Notes or any Guarantee to any other obligation of the Company or the
      applicable Guarantor;

     

    (g) (A)
      release the security interest granted in favor of the holders of the Notes
      in
      the Collateral other than pursuant to the terms of the Security Documents,
      or


     

    (B)
      release any other security interest that may have been granted in favor of
      the
      holders of the Notes other than pursuant to the terms of such security
      interest;

     

    (h) reduce
      the amount payable as Additional Amounts or upon the redemption of any Note
      or
      change the time at which any Note may be redeemed, as described under
Section
      3.04,
      Section
      3.05,
      Section
      4.12,
      Section
      4.16
      or
Section
      4.29;

     

    (i) reduce
      the premium payable upon a Change of Control or, at any time after a Change
      of
      Control has occurred, change the time at which the Change of Control Offer
      relating thereto must be made or at which the Notes must be repurchased pursuant
      to such Change of Control Offer;

     

    (j) at
      any
      time after the Company is obligated to make an Asset Sale Offer with the Excess
      Proceeds from Asset Sales, change the time at which such Asset Sale Offer must
      be made or at which the Notes must be repurchased pursuant thereto;
      or

     

    (k) make
      any
      change in any Guarantee that would adversely affect the Holders.

     

    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Persons entitled to consent to any supplemental indenture.
      If a
      record date is fixed, the Holders on such record date, or their duly designated
      proxies, and only such Persons, shall be entitled to consent to such
      supplemental indenture, whether or not such Holders remain Holders after such
      record date; provided
      that
      unless such consent shall have become effective by virtue of the requisite
      percentage having been obtained prior to the date which is 120 days after such
      record date, any such consent previously given shall automatically and without
      further action by any Holder be cancelled and of no further effect.

     

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

     

    After
      an
      amendment, supplement or waiver under this Section becomes effective, the
      Company shall mail to the Holder of each Note affected thereby to such Holder’s
      address appearing in the Security Register a notice briefly describing the
      amendment, supplement or waiver. Any failure of the Company to mail such notice,
      or any defect therein, shall not, however, in any way impair or affect the
      validity of any such amended or supplemental indenture or waiver. 

     

    Upon
      the
      request of the Company, and upon receipt by the Trustee of the documents
      described in Section
      12.03
      hereof,
      the Trustee will join with the Company in the execution of any amended or
      supplemental indenture or waiver authorized or permitted by the terms of this
      Indenture and to make any further appropriate agreements and stipulations that
      may be therein contained, but the Trustee will not be obligated to enter into
      such amended or supplemental indenture or waiver that affects its own rights,
      duties or immunities under this Indenture or otherwise.

     

    
      
        
        

      

      
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    Section
      8.03. Revocation
      and Effect of Consents.

     

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

     

    Section
      8.04. Notation
      on or Exchange of Notes.

     

    The
      Trustee may place an appropriate notation about an amendment, supplement or
      waiver on any Note thereafter authenticated. The Company in exchange for all
      Notes may issue and, upon receipt of an Authentication Order in accordance
      with
Section
      2.02
      hereof,
      the Trustee shall authenticate new Notes that reflect the amendment, supplement
      or waiver.

     

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

     

    Section
      8.05. Trustee
      to Sign Amendments, etc.

     

    None
      of
      the Company nor any Guarantor may sign an amendment or supplemental indenture
      until its board of directors (or committee serving a similar function) approves
      it. In executing any amended or supplemental indenture or any amendment or
      supplement to the Security Documents or Notes, the Trustee shall be entitled
      to
      receive in addition to the documents required by Section
      12.03,
      and
      (subject to Section
      7.01
      hereof)
      shall be fully protected in relying upon an Officers’ Certificate and an Opinion
      of Counsel stating that the execution of such amended or supplemental indenture
      is authorized or permitted by this Indenture and that such amended or
      supplemental indenture is the legal, valid and binding obligations of the
      Company enforceable against it in accordance with its terms, subject to
      customary exceptions and that such amended or supplemental indenture complies
      with the provisions hereof.

     

    If
      the
      Trustee has received such an Officers’ Certificate and Opinion of Counsel, it
      shall sign the amendment, supplement or waiver so long as the same does not
      adversely affect the rights of the Trustee. The Trustee may, but is not
      obligated to, execute any amendment, supplement or waiver that affects the
      Trustee’s own rights, duties or immunities under this Indenture, the Notes or
      the Security Documents.

     

    ARTICLE
      9.


     

    GUARANTEES

     

    Section
      9.01. Guarantee.

     

    Subject
      to this Article
      9,
      each
      Guarantor hereby unconditionally guarantees to each Holder of a Note
      authenticated and delivered by the Trustee and to the Trustee and its successors
      and assigns: (a) the due and punctual payment of the principal of, premium,
      if
      any, and interest on the Notes, subject to any applicable grace period, whether
      at Stated Maturity, by acceleration, redemption or otherwise, the due and
      punctual payment of interest on the overdue principal of and premium, if any,
      and, to the extent permitted by law, interest, and the due and punctual
      performance of all other obligations of the Company to the Holders or the
      Trustee under this Indenture or any other agreement with or for the benefit
      of
      the Holders or the Trustee, all in accordance with the terms hereof and thereof;
      and (b) in case of any extension of time of payment or renewal of any Notes
      or
      any of such other obligations, that same shall be promptly paid in full when
      due
      or performed in accordance with the terms of the extension or renewal, whether
      at Stated Maturity, by acceleration pursuant to Section
      6.02,
      redemption or otherwise. Failing payment when due of any amount so guaranteed
      or
      any performance so guaranteed for whatever reason, the Guarantors shall be
      jointly and severally obligated to pay the same immediately. Each Guarantor
      agrees that this is a guarantee of payment and not a guarantee of
      collection.

     

    
      
        
        

      

      
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    Each
      Guarantor hereby agrees that its obligations with regard to its Guarantee shall
      be joint and several, unconditional, irrespective of the validity or
      enforceability of the Notes or the obligations of the Company under this
      Indenture, the absence of any action to enforce the same, the recovery of any
      judgment against the Company or any other obligor with respect to this
      Indenture, the Notes or the Obligations of the Company under this Indenture
      or
      the Notes, any action to enforce the same or any other circumstances (other
      than
      complete performance) which might otherwise constitute a legal or equitable
      discharge or defense of a Guarantor. Each Guarantor further, to the extent
      permitted by law, waives and relinquishes all claims, rights and remedies
      accorded by applicable law to guarantors and agrees not to assert or take
      advantage of any such claims, rights or remedies, including but not limited
      to:
      (a) any right to require any of the Trustee, the Holders or the Company (each
      a
“Benefited
      Party”),
      as a
      condition of payment or performance by such Guarantor, to (1) proceed against
      the Company, any other guarantor (including any other Guarantor) of the
      Obligations under the Guarantees or any other Person, (2) proceed against or
      exhaust any security held from the Company, any such other guarantor or any
      other Person, (3) proceed against or have resort to any balance of any deposit
      account or credit on the books of any Benefited Party in favor of the Company
      or
      any other Person, or (4) pursue any other remedy in the power of any Benefited
      Party whatsoever; (b) any defense arising by reason of the incapacity, lack
      of
      authority or any disability or other defense of the Company including any
      defense based on or arising out of the lack of validity or the unenforceability
      of the Obligations under the Guarantees or any agreement or instrument relating
      thereto or by reason of the cessation of the liability of the Company from
      any
      cause other than payment in full of the Obligations under the Guarantees; (c)
      any defense based upon any statute or rule of law which provides that the
      obligation of a surety must be neither larger in amount nor in other respects
      more burdensome than that of the principal; (d) any defense based upon any
      Benefited Party’s errors or omissions in the administration of the Obligations
      under the Guarantees, except behavior which amounts to gross negligence, willful
      misconduct or bad faith; (e)(1) any principles or provisions of law, statutory
      or otherwise, which are or might be in conflict with the terms of the Guarantees
      and any legal or equitable discharge of such Guarantor’s obligations hereunder,
      (2) the benefit of any statute of limitations affecting such Guarantor’s
      liability hereunder or the enforcement hereof, (3) any rights to set-offs,
      recoupments and counterclaims and (4) promptness, diligence and any requirement
      that any Benefited Party protect, secure, perfect or insure any security
      interest or lien or any property subject thereto; (f) notices, demands,
      presentations, protests, notices of protest, notices of dishonor and notices
      of
      any action or inaction, including acceptance of the Guarantees, notices of
      Default under the Notes or any agreement or instrument related thereto, notices
      of any renewal, extension or modification of the Obligations under the
      Guarantees or any agreement related thereto, and notices of any extension of
      credit to the Company and any right to consent to any thereof; (g) to the extent
      permitted under applicable law, the benefits of any “One Action” rule and (h)
      any defenses or benefits that may be derived from or afforded by law which
      limit
      the liability of or exonerate guarantors or sureties, or which may conflict
      with
      the terms of the Guarantees. Except to the extent expressly provided herein,
      including Section
      9.05,
      each
      Guarantor hereby covenants that its Guarantee shall not be discharged except
      by
      complete performance of the obligations contained in its Guarantee and this
      Indenture.

     

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

     

    Each
      Guarantor agrees that it shall not be entitled to any right of subrogation
      in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby. Each Guarantor further
      agrees that, as between the Guarantors, on the one hand, and the Holders and
      the
      Trustee, on the other hand, (x) the maturity of the obligations guaranteed
      hereby may be accelerated as provided in Section
      6.02
      hereof
      for the purposes of this Guarantee, notwithstanding any stay, injunction or
      other prohibition preventing such acceleration in respect of the obligations
      guaranteed hereby and (y) in the event of any declaration of acceleration of
      such obligations as provided in Section
      6.02
      hereof,
      such obligations (whether or not due and payable) shall forthwith become due
      and
      payable by the Guarantors for the purpose of this Guarantee. The Guarantors
      shall have the right to seek contribution from any non-paying Guarantor so
      long
      as the exercise of such right does not impair the rights of the Holders under
      the Guarantee.

     

    
      
        
        

      

      
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    Section
      9.02. Limitation
      on Guarantor Liability.

     

    (a) Each
      Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
      it
      is the intention of all such parties that the Guarantee of such Guarantor not
      constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
      the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
      or
      any similar federal or state law to the extent applicable to any guarantee.
      To
      effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
      hereby irrevocably agree that each Guarantor’s liability shall be that amount
      from time to time equal to the aggregate liability of such Guarantor under
      the
      Guarantee, but shall be limited to the lesser of (i) the aggregate amount of
      the
      Company’s obligations under the Notes and this Indenture or (ii) the amount, if
      any, which would not have (1) rendered the Guarantor “insolvent” (as such term
      is defined in Bankruptcy Law and in the Debtor and Creditor Law of the State
      of
      New York) or (2) left it with unreasonably small capital at the time its
      guarantee with respect to the Notes was entered into, after giving effect to
      the
      incurrence of existing Debt immediately before such time; provided,
      however,
      it
      shall be a presumption in any lawsuit or proceeding in which a Guarantor is
      a
      party that the amount guaranteed pursuant to the guarantee with respect to
      the
      Notes is the amount described in clause (i) above unless any creditor, or
      representative of creditors of the Guarantor, or debtor in possession or trustee
      in bankruptcy of the Guarantor, otherwise proves in a lawsuit that the aggregate
      liability of the Guarantor is limited to the amount described in clause (ii).
      

     

    (b) In
      making
      any determination as to the solvency or sufficiency of capital of a Guarantor
      in
      accordance with the proviso of Section
      9.02(a),
      the
      right of each Guarantor to contribution from other Guarantors and any other
      rights such Guarantor may have, contractual or otherwise, shall be taken into
      account.

     

    Section
      9.03. Execution
      and Delivery of Guarantee.

     

    To
      evidence its Guarantee set forth in Section
      9.01,
      each
      Guarantor hereby agrees that a notation of such Guarantee in substantially
      the
      form included in Exhibit
      B
      attached
      hereto shall be endorsed by an Officer of such Guarantor on each Note
      authenticated and delivered by the Trustee and that this Indenture shall be
      executed on behalf of such Guarantor by its President or one of its Vice
      Presidents.

     

    Each
      Guarantor hereby agrees that its Guarantee set forth in Section
      9.01
      shall
      remain in full force and effect notwithstanding any failure to endorse on each
      Note a notation of such Guarantee.

     

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

     

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

     

    The
      Company hereby agrees that it shall cause each Person that becomes obligated
      to
      provide a Guarantee pursuant to Section
      4.16
      (each, a
“Future
      Guarantor”)
      to
      execute a supplemental indenture pursuant to which such Person provides the
      guarantee set forth in this Article
      9
      and
      otherwise assumes the obligations and accepts the rights of a Guarantor under
      this Indenture, in each case with the same effect and to the same extent as
      if
      such Person had been named herein as a Guarantor. The Company also hereby agrees
      to cause each such new Guarantor to evidence its guarantee by endorsing a
      notation of such guarantee on each Note as provided in this
      Section.

     

    Section
      9.04. Guarantors
      May Consolidate, etc., on Certain Terms.

     

    Except
      as
      otherwise provided in Section
      9.05,
      no
      Guarantor may consolidate with or merge with or into (whether or not such
      Guarantor is the Surviving Person) another Person whether or not affiliated
      with
      such Guarantor unless:

     

    (a) subject
      to Section
      9.05,
      the
      Person formed by or surviving any such consolidation or merger (if other than
      a
      Guarantor or the Company) unconditionally assumes all the obligations of such
      Guarantor, pursuant to a supplemental indenture in form and substance reasonably
      satisfactory to the Trustee, under this Indenture, the Guarantee on the terms
      set forth herein or therein; and

     

    
      
        
        

      

      
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    (b) the
      Guarantor complies with the requirements of Article
      5
      hereof.

     

    In
      case
      of any such consolidation, merger, sale or conveyance and upon the assumption
      by
      the successor Person, by supplemental indenture, executed and delivered to
      the
      Trustee and satisfactory in form and substance to the Trustee, of the Guarantee
      endorsed upon the Notes and the due and punctual performance of all of the
      covenants and conditions of this Indenture to be performed by the Guarantor,
      such successor Person shall succeed to and be substituted for the Guarantor
      with
      the same effect as if it had been named herein as a Guarantor. Such successor
      Person thereupon may cause to be signed any or all of the Guarantees to be
      endorsed upon all of the Notes issuable hereunder which theretofore shall not
      have been signed by the Company and delivered to the Trustee. All the Guarantees
      so issued shall in all respects have the same legal rank and benefit under
      this
      Indenture as the Guarantees theretofore and thereafter issued in accordance
      with
      the terms of this Indenture as though all of such Guarantees had been issued
      at
      the date of the execution hereof.

     

    Except
      as
      set forth in Articles
      4
      and
5,
      and
      notwithstanding clauses (a) and (b) above, nothing contained in this Indenture
      or in any of the Notes shall prevent any consolidation or merger of a Guarantor
      with or into the Company or another Guarantor, or shall prevent any sale or
      conveyance of the property of a Guarantor as an entirety or substantially as
      an
      entirety to the Company or another Guarantor.

     

    Section
      9.05. Releases
      Following Merger, Consolidation or Sale of Assets,
      Etc.

     

    In
      the
      event of a sale or other disposition of all or substantially all of the assets
      of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
      other disposition of all of the Capital Stock of any Guarantor, in each case
      to
      a Person that is neither the Parent nor (either before or after giving effect
      to
      such transactions) a Subsidiary of the Parent, then such Guarantor (in the
      event
      of a sale or other disposition, by way of merger, consolidation or otherwise,
      of
      all of the Capital Stock of such Guarantor) or the corporation acquiring the
      property (in the event of a sale or other disposition of all or substantially
      all of the assets of such Guarantor) shall be released and relieved of any
      obligations under its Guarantee; provided
      that the
      net proceeds of such sale or other disposition shall be applied in accordance
      with the applicable provisions of this Indenture, including without limitation
      Section
      4.12.
      Upon
      delivery by the Company to the Trustee of an Officers’ Certificate and an
      Opinion of Counsel to the effect that such sale or other disposition was made
      by
      the Company in accordance with the provisions of this Indenture, including
      without limitation Section
      4.12,
      the
      Trustee shall execute any documents reasonably required in order to evidence
      the
      release of any Guarantor from its obligations under its Guarantee.

     

    In
      the
      event any Guarantor is not released from its obligations under its Guarantee,
      it
      shall remain liable for the full amount of principal of and interest on the
      Notes and for the other obligations of such Guarantor under this Indenture
      as
      provided in this Article
      9.

     

    ARTICLE
      10.


     

    COLLATERAL
      AND SECURITY

     

    Section
      10.01. Security
      Documents.

     

    (a) The
      due
      and punctual payment of the principal of and interest on the Notes when and
      as
      the same shall be due and payable, whether on an Interest Payment Date, at
      maturity, by acceleration, repurchase, redemption or otherwise, and interest
      on
      the overdue principal of and interest on the Notes and performance of all other
      obligations of the Company and the Guarantors to the Holders or the Trustee
      under this Indenture and the Notes, according to the terms hereunder or
      thereunder, are secured as provided in the Security Documents which the Company
      and the Guarantors has entered into simultaneously with the execution of this
      Indenture and which is attached as Exhibit
      D
      hereto.
      Each Holder, by its acceptance thereof, consents and agrees to the terms of
      the
      Security Documents (including, without limitation, the provisions providing
      for
      foreclosure and release of Collateral) as the same may be in effect or may
      be
      amended from time to time in accordance with its terms and authorizes and
      directs the Trustee to enter into the Security Documents and to perform its
      obligations and exercise its rights thereunder as a Secured Party in accordance
      therewith. The Company will do or cause to be done all such acts and things
      as
      may be required by applicable law or may be necessary or proper, or as may
      be
      required by the provisions of the Security Documents, to assure and confirm
      to
      the Trustee the security interest in the Collateral contemplated hereby, by
      the
      Security Documents or any part thereof, as from time to time constituted, so
      as
      to render the same available for the security and benefit of this Indenture
      and
      of the Notes secured hereby, according to the intent and purposes herein
      expressed. The Company will take, and will cause its Subsidiaries to take,
      any
      and all actions reasonably required to cause the Security Documents to create
      and maintain, as security for the Obligations of the Company and the Guarantors
      hereunder, a valid and enforceable perfected first priority Lien in and on
      all
      the Collateral, in favor of the Collateral Agent and the Trustee for the benefit
      of the Holders, superior to and prior to the rights of all third Persons and
      subject to no other Liens than Permitted Liens.

     

    
      
        
        

      

      
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    (b) If
      at any
      time after the Issue Date there is a change in PRC law or interpretation in
      PRC
      law that permits the encumbrance of the WFOE’s assets or Property by a Lien
      without the approval of any governmental body of the PRC, then the Company
      shall
      cause the WFOE to, concurrently:

     

    (i) execute
      and deliver to the Trustee a Security Document upon substantially the same
      terms
      as the existing Security Documents granting a Lien upon such assets or Property
      to the Trustee for the benefit of the holders of Notes, which Lien shall be
      first priority if such assets or Property is not then encumbered by any other
      Lien (other than Liens required by law) or a second priority Lien if such assets
      or Property is at that time so encumbered;

     

    (ii) cause
      the
      Lien to be granted in such Security Document to be duly perfected in any manner
      permitted by law; and

     

    (iii) deliver
      to the Trustee an Opinion of Counsel confirming as to such Security Document
      the
      matters set forth as to the Security Documents and Liens thereunder in the
      Opinions of Counsel delivered to holders on the Issue Date and, if the property
      subject to such Security Document is an interest in real estate, such local
      counsel opinions, insurance policies, surveys and other supporting documents
      as
      the Trustee may reasonably request.

     

    (c) Notwithstanding
      (i) anything to the contrary contained in this Indenture, the Security
      Documents, the Notes or any other instrument governing, evidencing or relating
      to any Debt, (ii) the time, order or method of attachment of any Liens, (iii)
      the time or order of filing or recording of financing statements or other
      documents filed or recorded to perfect any Lien upon any Collateral, (iv) the
      time of taking possession or control over any Collateral or (v) the rules for
      determining priority under the Uniform Commercial Code as in effect in the
      State
      of Nevada or any other law of any relevant jurisdiction governing relative
      priorities of secured creditors:

     

    (A) the
      Liens
      will rank at least equally and ratably with all valid, enforceable and perfected
      Liens, whenever granted upon any present or future Collateral, but only to
      the
      extent such Liens are permitted under this Indenture to exist and to rank
      equally and ratably with the Notes and the Guarantees; and

     

    (B) all
      proceeds of the Collateral applied under the Security Documents shall be
      allocated and distributed as set forth in Section
      6.10.

     

    Section
      10.02. Future
      Guarantor Pledgors.

     

    (a) The
      Company will use its reasonable best efforts promptly to obtain any necessary
      consents and waivers and to take all other actions necessary to pledge and
      to
      cause each Future Guarantor to pledge the Capital Stock of any future Subsidiary
      (other than any Subsidiary organized under the laws of the PRC, unless at any
      time after the Issue Date there is a change in PRC law or official
      interpretation in PRC law that permits the encumbrance of the PRC Subsidiary’s
      assets or Property by a Lien without the approval of any governmental body
      of
      the PRC) in each case owned by the Company or such Future Guarantor, on a first
      priority basis (subject to Liens arising by operation of law) in order to secure
      the obligations of the Company under the Notes and this Indenture and of the
      Guarantors and such Future Guarantor under its Guarantee; provided
      that in
      exercising such reasonable best efforts the Company shall not be required to
      take any action that is commercially unreasonable.

     

    
      
        
        

      

      
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    (b) The
      Company will, for the benefit of the Holders of the Notes, pledge, or cause
      each
      Guarantor to pledge, the Capital Stock owned by the Company or such Guarantor
      of
      any Person that becomes a Subsidiary (other than any Subsidiary organized under
      the laws of the PRC, unless at any time after the Issue Date there is a change
      in PRC law or official interpretation in PRC law that permits the encumbrance
      of
      the PRC Subsidiary’s assets or Property by a Lien without the approval of any
      governmental body of the PRC) after the Issue Date, immediately upon such Person
      becoming a Subsidiary, to secure the obligations of the Company under the Notes
      and this Indenture, and of such Guarantor under its Guarantee, in the manner
      described above.

     

    (c) Each
      Guarantor that pledges Capital Stock of a Subsidiary after the Issue Date is
      referred to as a “Future
      Guarantor Pledgor”
and,
      upon giving such pledge, will be a “Guarantor
      Pledgor.”

     

    (d) Upon
      each
      pledge by a Future Guarantor of the Capital Stock of any Other Non-Guarantor
      Subsidiary or any future Subsidiary in accordance with Section
      10.02(a)
      or
Section
      10.02(b),
      the
      Company will deliver to the Trustee an Officers’ Certificate stating that entry
      into the applicable pledge agreement has been duly and validly authorized and
      an
      Opinion of Counsel to the effect that (i) in the opinion of such counsel, such
      action has been taken with respect to the recording, registering and filing
      of
      or with respect to this Indenture and the applicable pledge agreement and all
      other instruments of further assurance as are necessary to make effective the
      first priority lien (subject to Liens arising by operation of law) created
      by
      such pledge agreement in the Capital Stock referenced in Section
      10.02(a)
      or
Section
      10.02(b),
      and
      referencing the details of such action; or (ii) in the opinion of such counsel,
      no such action is necessary to make such first priority lien (subject to Liens
      arising by operation of law) effective; provided
      that any
      such Opinion of Counsel may rely on an Officers’ Certificate or certificates of
      public officials with respect to matters of fact.

     

    (e) All
      Opinions of Counsel delivered pursuant to Section
      10.02(d)
      may
      contain assumptions, qualifications, exceptions and limitations as are
      appropriate and customary for similar opinions relating to the nature of the
      Capital Stock pledged.

     

    (f) Upon
      each
      pledge by any Future Guarantor of the Capital Stock of any Other Non-Guarantor
      Subsidiary or any future Subsidiary in accordance with Section
      10.02(a)
      or
Section
      10.02(b),
      the
      Company will give notice, file, register or record any supplemental indentures,
      financing statements, continuation statements, pledge agreements or other
      instruments or cause each such Future Guarantor Pledgor to give notice, file,
      register or record any supplemental indentures, financing statements,
      continuation statements, pledge agreements or other instruments and take any
      other actions necessary in order to perfect and protect the first priority
      lien
      (subject to Liens arising by operation of law) thereby created.

     

    Section
      10.03. Recording
      and Opinions.

     

    (a) The
      Company will furnish to the Trustee within three months after each anniversary
      of the Issue Date, an Opinion of Counsel, dated as of such date, stating either
      that (i) in the opinion of such counsel, action has been taken with respect
      to
      the recording, registering, filing, re-recording, re-registering and re-filing
      of all supplemental indentures, financing statements, continuation statements
      or
      other instruments of further assurance as is necessary to maintain the Lien
      of
      the Security Documents and reciting with respect to the security interest in
      the
      Collateral the details of such action or referring to prior Opinions of Counsel
      in which such details are given, and stating that, in the opinion of such
      counsel, based on relevant laws as in effect on the date of such Opinion of
      Counsel, all financing statements and continuation statements have been executed
      and filed that are necessary as of such date and during the succeeding 12 months
      fully to preserve and protect, to the extent such protection and preservation
      are possible by filing, the rights of the Holders and the Trustee hereunder
      and
      under the Security Documents with respect to the security interest in the
      Collateral; or (ii) in the opinion of such counsel, no such action is necessary
      to maintain such Lien and assignment.

     

    (b) So
      long
      as no Default or Event of Default has occurred and is continuing, and subject
      to
      certain terms and conditions, the Company and the Guarantors will be entitled
      to
      receive all cash dividends, interest and other payments made upon or with
      respect to the Collateral pledged by them. 

     

    
      
        
        

      

      
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    (c) So
      long
      as there has occurred no Event of Default, then the Company and the Guarantors
      shall have the right to exercise any voting and other consensual rights
      pertaining to the Collateral pledged by them.

     

    (d) Upon
      the
      occurrence and during the continuance of a Default or Event of Default, all
      rights of the Company and the Guarantors to receive all cash dividends, interest
      and other payments made upon or with respect to the Collateral will cease and
      such cash dividends, interest and other payments will be paid to the Collateral
      Agent;

     

    (e) Upon
      the
      occurrence and during the continuance of an Event of Default:

     

    (i)all
      rights of the Company and the Guarantors to exercise such voting or other
      consensual rights will cease, and all such rights will become vested in the
      Collateral Agent, which, to the extent permitted by law, will have the sole
      right to exercise such voting and other consensual rights; and

     

    (ii)the
      Collateral Agent, upon the instructions of the Trustee pursuant to this
      Indenture and the Security Documents, may sell the Collateral or any part of
      the
      Collateral in accordance with the terms of the Security Documents and may deduct
      from the proceeds from the sale of the Collateral its costs associated with
      the
      sale of the Collateral. The Collateral Agent, in accordance with the provisions
      of this Indenture, will distribute all funds (after deduction of its costs
      as
      provided under the preceding sentence) distributed under the Security Documents
      and received by the Collateral Agent to the Trustee for the benefit of the
      holders of the Notes.

     

    Section
      10.04. Release
      of Collateral.

     

    (a) Subject
      to subsections (b), (c) and (d) of this Section
      10.04,
      Collateral may be released from the Lien and security interest created by the
      Security Documents at any time or from time to time in accordance with the
      provisions of the Security Documents or as provided hereby. In addition, upon
      the request of the Company pursuant to an Officers’ Certificate certifying that
      all conditions precedent hereunder have been met and stating whether or not
      such
      release is in connection with an Asset Sale and (at the sole cost and expense
      of
      the Company) the Trustee will release Collateral that is sold, conveyed or
      disposed of in compliance with the provisions of this Indenture; provided,
      that
      if such sale, conveyance or disposition constitutes an Asset Sale, the Company
      will apply the Net Available Cash in accordance with Section
      4.12
      hereof.
      Upon receipt of such Officers’ Certificate the Trustee shall execute, deliver or
      acknowledge any necessary or proper instruments of termination, satisfaction
      or
      release to evidence the release of any Collateral permitted to be released
      pursuant to this Indenture or the Security Documents.

     

    (b) No
      Collateral may be released from the Lien and security interest created by the
      Security Documents pursuant to the provisions of the Security Documents unless
      the certificate required by this Section
      10.04
      has been
      delivered to the Trustee.

     

    (c) At
      any
      time when a Default or Event of Default has occurred and is continuing and
      the
      maturity of the Notes has been accelerated (whether by declaration or
      otherwise), no release of Collateral pursuant to the provisions of the Security
      Documents will be effective as against the Holders.

     

    (d) The
      release of any Collateral from the terms of this Indenture and the Security
      Documents will not be deemed to impair the security under this Indenture in
      contravention of the provisions hereof if and to the extent the Collateral
      is
      released pursuant to the terms of the Security Documents and
      hereof.

     

    Section
      10.05. Authorization
      of Actions to Be Taken by the Trustee Under the Security
      Documents.

     

    Subject
      to the provisions of Section
      7.01
      and
7.02
      hereof,
      the Trustee may, in its sole discretion and without the consent of the Holders,
      take, on behalf of the Holders, all actions it deems reasonably necessary or
      appropriate in order to:

     

    (a) enforce
      any of the terms of the Security Documents; and 

     

    (b) collect
      and receive any and all amounts payable in respect of the Obligations of the
      Company hereunder.

     

    
      
        
        

      

      
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    The
      Trustee will have power to institute and maintain such suits and proceedings
      as
      it may deem expedient to prevent any impairment of the Collateral by any acts
      that may be unlawful or in violation of the Security Documents or this
      Indenture, and such suits and proceedings as the Trustee may deem expedient
      to
      preserve or protect its interests and the interests of the Holders in the
      Collateral (including power to institute and maintain suits or proceedings
      to
      restrain the enforcement of or compliance with any legislative or other
      governmental enactment, rule or order that may be unconstitutional or otherwise
      invalid if the enforcement of, or compliance with, such enactment, rule or
      order
      would impair the security interest hereunder or be prejudicial to the interests
      of the Holders or of the Trustee).

     

    The
      Trustee shall not be deemed to have knowledge of any acts that may be unlawful
      or in violation of the Security Documents or this Indenture unless and until
      it
      obtains actual knowledge of such unlawful acts or violation through the receipt
      of written notification describing the circumstances of such, and identifying
      the circumstances constituting such unlawful acts or violation.

    


    Neither
      the Trustee nor the Collateral Agent nor any of their officers, directors,
      employees, attorneys or agents will be responsible or liable for the existence,
      genuineness, value or protection of any Collateral securing the Notes and the
      Guarantees, for the legality, enforceability, effectiveness or sufficiency
      of
      the Security Documents, for the creation, perfection, priority, sufficiency
      or
      protection of any of the Liens, or for any defect or deficiency as to any such
      matters, or for any failure to demand, collect, foreclose or realize upon or
      otherwise enforce any of the Liens on the Collateral or Security Documents
      or
      any delay in doing so. 

    


    The
      Trustee and the Collateral Agent will be under no obligation to exercise any
      rights or powers conferred under the Indenture or any of the Security Documents
      for the benefit of the Holders unless such Holders have offered to the Trustee
      and the Collateral Agent indemnity or security satisfactory to it against any
      loss, liability or expense. In the exercise of its duties, neither the Trustee
      nor the Collateral Agent shall be responsible for the verification of the
      accuracy or completeness of any certification submitted to it by the Issuer
      or
      any Guarantor and each is entitled to rely exclusively on the certifications
      contained therein. Furthermore, each Holder, by accepting the Notes will agree,
      for the benefit of the Trustee and the Collateral Agent, that it is solely
      responsible for its own independent appraisal of and investigation into all
      risks arising under or in connection with the Security Documents and has not
      relied on and will not at any time rely on the Trustee or the Collateral Agent
      in respect of such risks.

     

    Section
      10.06. Authorization
      of Receipt of Funds by the Trustee Under the Security
      Documents.

     

    The
      Trustee is authorized to receive any funds for the benefit of the Holders
      distributed under the Security Documents, and to make further distributions
      of
      such funds to the Holders according to the provisions of this
      Indenture.

     

    Section
      10.07. Termination
      of Security Interest.

     

    Upon
      the
      payment in full of all Obligations of the Company under this Indenture and
      the
      Notes, the Trustee will, at the request of the Company, release the Liens
      pursuant to this Indenture and the Security Documents.

     

    Section
      10.08. Appointment
      of Collateral Agent. 

     

    The
      parties hereto acknowledge and agree, and each Holder by accepting a Note
      acknowledges and agrees, that the Company and the Issuer hereby irrevocably
      appoint The Hongkong and Shanghai Banking Corporation Limited as Collateral
      Agent hereunder. The Collateral Agent shall have such duties and
      responsibilities, with respect to the Holders of Notes, as are explicitly set
      forth herein and in the Security Documents to which it is a party and no others;
      provided
      that the
      Collateral Agent shall only take action with respect to or under the Security
      Documents in accordance with the written instructions of the Trustee acting
      on
      behalf of the Holders of the Notes, and shall apply any proceeds from the
      enforcement of any security, as set forth in this Indenture. The provisions
      of
Article
      7
      hereof
      relating to the Trustee acting in such capacity shall apply to the Collateral
      Agent to the extent applicable. In addition, the Company and the Guarantors
      hereby, jointly and severally, agree to indemnify the Collateral Agent on the
      same basis as their indemnity to the Trustee in Article
      7
      with
      respect to actions taken or not taken by it in accordance with this Indenture
      and the Security Documents.

     

    
      
        
        

      

      
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    ARTICLE
      11.

     

    SATISFACTION
      AND DISCHARGE

     

    Section
      11.01. Satisfaction
      and Discharge.

     

    This
      Indenture shall be discharged and shall cease to be of further effect, except
      as
      to surviving rights of registration of transfer or exchange of the Notes, as
      to
      all Notes issued hereunder, when:

     

    (a) either:

     

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

     

    (ii) (x)
      all
      Notes that have not been previously delivered to the Trustee for cancellation,
      have become due and payable by their terms or have been called for redemption,
      and the Company has irrevocably deposited or caused to be deposited with the
      Trustee as trust funds in trust solely for the benefit of the Holders, cash
      in
      U.S. dollars in such amount as shall be sufficient without consideration of
      any
      reinvestment of interest to pay and discharge the entire Debt on the Notes
      not
      previously delivered to the Trustee for cancellation or redemption for
      principal, premium, if any, and interest on the Notes to the date of deposit,
      in
      the case of Notes that have become due and payable, or to the Stated Maturity
      or
      redemption date, as the case may be; (y) the Company has paid all other sums
      payable by the Company with respect to the Notes under this Indenture; and
      (z)
      the Company has delivered irrevocable written instructions to the Trustee to
      apply the deposited money toward the payment of the Notes at Stated Maturity
      or
      on the redemption date, as the case may be.

     

    In
      the
      case of either clause (i) or (ii):

     

    (x) no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such deposit or shall occur as a result of such deposit and such deposit will
      not result in a breach or violation of, or constitute a default under, any
      other
      instrument to which the Company is a party or by which the Company is bound;
      and

     

    (y) the
      Company shall have delivered to the Trustee an Officers’ Certificate and Opinion
      of Counsel stating that all conditions precedent relating to the satisfaction
      and discharge of this Indenture have been satisfied.

     

    Section
      11.02. Deposited
      Cash to be Held in Trust; Other Miscellaneous
      Provisions.

     

    Subject
      to Section
      11.03,
      all
      cash deposited with the Trustee pursuant to Section
      11.01
      hereof
      in respect of the outstanding Notes shall be held in trust and applied by the
      Trustee, in accordance with the provisions of such Notes and this Indenture,
      to
      the payment, either directly or through any Paying Agent (including the Company
      acting as Paying Agent) as the Trustee may determine, to the Holders of such
      Notes of all sums due and to become due thereon in respect of principal,
      premium, if any, and interest but such cash and securities need not be
      segregated from other funds except to the extent required by law.

     

    Section
      11.03. Repayment
      to Company.

     

    Any
      cash
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the payment of the principal of, premium, if any, or interest on,
      any
      Note and remaining unclaimed for six months after such principal, and premium,
      if any, or interest has become due and payable shall be paid to the Company
      on
      its request or (if then held by the Company) shall be discharged from such
      trust, provided that the Trustee may deduct from such unclaimed amount any
      costs
      associated with the safe-keeping thereof; and the Holder shall thereafter,
      as an
      unsecured creditor, look only to the Company for payment thereof, and all
      liability of the Trustee or such Paying Agent with respect to such cash and
      securities, and all liability of the Company as trustee thereof, shall thereupon
      cease; provided,
      however,
      that
      the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      The
      New York Times and
      The
      Wall Street Journal (national
      edition), notice that such cash remains unclaimed and that, after a date
      specified therein, which shall not be less than 30 days from the date of such
      notification or publication, any unclaimed balance of such cash then remaining
      shall be repaid to the Company. After payment to the Company, Holders entitled
      to such money shall look to the Company for payment and all liability at the
      Trustee with respect to such money shall cease.

     

    
      
        
        

      

      
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    ARTICLE
      12.

     

    MISCELLANEOUS

     

    Section
      12.01. Notices.

     

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

     

    If
      to the
      Company:

    


    Magical
      Insight Investments Limited

    c/o
      China
      Mobile Media Technology Inc.

    9th
      Floor, Block C, Intell-Center

    No.18
      Zhongguancun East Road

    Haidian
      District

    Beijing,
      China 100083

    Attention:
      Chief Financial Officer

    Facsimile
      No.: +86 10 8260 1927

    Attention:
      Chief Financial Officer

    


    If
      to the
      Trustee:

    


    The
      Hongkong and Shanghai Banking Corporation Limited

    Level
      30,
      HSBC Main Building

    1
      Queen’s
      Road, Central

    Hong
      Kong

    Attention:
      Corporate Trust and Loan Agency 

    


    Facsimile
      No: +852 2801 5586 

     

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

     

    All
      notices and communications (other than those sent to the Trustee or Holders)
      shall be deemed to have been duly given: at the time delivered by hand, if
      personally delivered; five Business Days after being deposited in the mail,
      postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile
      transmission; and the second Business Day after timely delivery to the courier,
      if sent by overnight air courier guaranteeing next-day delivery. All notices
      and
      communications to the Trustee or Holders shall be deemed duly given and
      effective only upon receipt.

     

    Notwithstanding
      the foregoing, as long as the Notes are represented by the Global Notes, any
      notice or communication to a Holder shall be deemed to have been given or served
      when so sent or deposited in accordance with the applicable rules and procedures
      of Euroclear and Clearstream.

    


    If
      the
      Notes are no longer represented by Global Notes, any notice or communication
      to
      a Holder shall be mailed by first class mail, certified or registered, return
      receipt requested, or by overnight air courier guaranteeing next-day delivery
      to
      its address shown on the Security Register. 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.

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Holders
      may communicate with other Holders with respect to their rights under this
      Indenture or the Notes. 

     

    Section
      12.03. Certificate
      and Opinion as to Conditions Precedent.

     

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

     

    (a) an
      Officers’ Certificate (which shall include the statements set forth in
Section
      12.04
      hereof)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been complied with; and

     

    (b) an
      Opinion of Counsel (which shall include the statements set forth in Section
      12.04
      hereof)
      stating that, in the opinion of such counsel, all such conditions precedent
      and
      covenants have been complied with.

     

    Section
      12.04. Statements
      Required in Certificate or Opinion.

     

    Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

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

     

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

     

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

     

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

     

    With
      respect to matters of fact, an Opinion of Counsel may rely on an Officers’
Certificate, certificates of public officials or reports or opinions of
      experts.

     

    Section
      12.05. Legal
      Holidays.

     

    In
      any
      case where any Interest Payment Date, Purchase Date or Stated Maturity of any
      Note is not a Business Day at the city in which the Specified Office of the
      Trustee is located, then (notwithstanding any other provision of this Indenture
      or of the Notes) payment of Interest or principal (and premium, if any) need
      not
      be made at such Specified Office of the Trustee on such date, but such payment
      may be made on the next succeeding Business Day at such Specified Office of
      the
      Trustee with the same force and effect as if made on the Interest Payment Date
      or Purchase Date, or at the Stated Maturity and such extension of time shall
      in
      such case be included in the computation of Interest accruing on such Note;
      provided,
      however,
      that if
      such extension would cause payment of Interest to be made in the next following
      calendar month, such payment shall be made on the next preceding Business
      Day.

     

    
      
        
        

      

      
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    Section
      12.06. Rules
      by Trustee and Agents.

     

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

     

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

     

    No
      past,
      present or future director, officer, employee, incorporator or stockholder
      of
      the Parent, the Company or any Subsidiary Guarantor, as such, shall have any
      liability for any obligations of the Parent, the Company or of the Subsidiary
      Guarantors under the Notes, this Indenture, the Guarantees or for any claim
      based on, in respect of, or by reason of, such obligations or their creation.
      Each Holder of Notes by accepting a Note waives and releases all such liability.
      The waiver and release are part of the consideration for issuance of the Notes.
      The waiver and release may not be effective to waive or release liabilities
      under the U.S. federal securities laws.

     

    Section
      12.08. Governing
      Law.

     

    THIS
      INDENTURE, THE GUARANTEE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     

    Section
      12.09. No
      Adverse Interpretation of Other Agreements.

     

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

     

    Section
      12.10. Successors.

     

    All
      covenants and agreements of the Company in this Indenture and the Notes shall
      bind its successors. All covenants and agreements of the Trustee in this
      Indenture shall bind its successors.

     

    Section
      12.11. Severability.

     

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

     

    Section
      12.12. Counterpart
      Originals.

     

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

     

    Section
      12.13. Consent
      to Jurisdiction and Service of Process; Waiver of
      Immunities.

     

    (a) The
      Company and each Guarantor irrevocably consents to the jurisdiction of the
      courts of the State of New York and the courts of the United States of America
      located in the Borough of Manhattan, City and State of New York over any suit,
      action or proceeding with respect to this Indenture or the transactions
      contemplated hereby. The Company and each Guarantor waives any objection that
      it
      may have to the venue of any suit, action or proceeding with respect to this
      Indenture or the transactions contemplated hereby in the courts of the State
      of
      New York or the courts of the United States of America, in each case, located
      in
      the Borough of Manhattan, City and State of New York, or that such suit, action
      or proceeding brought in the courts of the State of New York or the United
      States of America, in each case, located in the Borough of Manhattan, City
      and
      State of New York was brought in an inconvenient court and agrees not to plead
      or claim the same.

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    (b) The
      Company and each Guarantor irrevocably appoints Law Debenture Corporate Services
      Inc., 400 Madison Avenue, Suite 4D, New York, NY 10017, Facsimile No. +1 212
      750
      1361, as its authorized agent in the State of New York upon which process may
      be
      served in any such suit or proceedings, and agrees that service of process
      upon
      such agent, and written notice of said service to Law Debenture Corporate
      Services Inc., by the person serving the same to the address provided in
Section
      12.01,
      shall
      be deemed in every respect effective service of process upon the Company and
      each Guarantor in any such suit or proceeding. The Company and each Guarantor
      further agrees to take any and all action as may be necessary to maintain such
      designation and appointment of such agent in full force and effect for a period
      of 3 years from the date of this Indenture.

     

    (c) To
      the
      extent that the Company or any Guarantor has or hereafter may acquire any
      immunity from jurisdiction of any court or from any legal process (whether
      through service of notice, attachment prior to judgment, attachment in aid
      of
      execution or otherwise) with respect to itself or its property, the Company
      and
      each Guarantor hereby irrevocably waives such immunity in respect of its
      Obligations under this Indenture and the Notes, to the extent permitted by
      law.

     

    Section
      12.14. Table
      of Contents, Headings, etc.

     

    The
      Table
      of Contents and Headings in this Indenture have been inserted for convenience
      of
      reference only, are not to be considered a part of this Indenture and shall
      in
      no way modify or restrict any of the terms or provisions hereof.

     

    [Signatures
      on following page]

    


    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    


    SIGNATURES

     

    Dated
      _______, 2008

    
      	 	 	 
	 	
              
                COMPANY:

              

            
	 	 
	 	
              MAGICAL
                INSIGHT INVESTMENTS LIMITED 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name: 

              Title: 

            


    

     

    
      
        	 	 	 
	 	
                
                  
                    GUARANTOR:

                  

                

              
	 	 
	 	
                
                  CHINA
                    MOBILE MEDIA TECHNOLOGY INC.

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                
                  Name: 

                  Title: 

                

              


      

       

    

    SIGNATURE
      PAGES TO THE SENIOR NOTE
      INDENTURE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	 	 	
                   

                
	 	
                  
                    
                      
                        TRUSTEE:

                      

                    

                  

                
	 	 
	 	
                  
                    
                      THE
                        HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED,

                      as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  

                  
                    Name: 

                    Title: 

                  

                


        

        
SIGNATURE
          PAGES TO THE SENIOR NOTE
          INDENTURE


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    


    EXHIBIT
      A

    
      

      

    

    (Face
      of
      Note)

     

    [GLOBAL
      NOTE LEGEND]

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR
      BANK
      S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME
      (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      ITS
      AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS
      AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER
      USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
      REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.


     

    TRANSFERS
      OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
      TO
      NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH
      SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
      LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
      THE
      INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

     

    [REGULATION
      S LEGEND]

    


    THIS
      SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR OTHER SECURITIES LAWS OF ANY STATE
      OR OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN
      THE
      FOLLOWING SENTENCE,.
      BY
      ACQUISITION HEREOF, THE HOLDER:

    


    (1) REPRESENTS
      THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT;

    


    (2) AGREES
      THAT IT WILL NOT WITHIN THE PERIOD SET FORTH IN RULE
      144(k)
      UNDER
      THE SECURITIES ACT (CURRENTLY TWO YEARS AFTER THE LATER
      OF
      THE ORIGINAL
      ISSUANCE OF THIS SECURITY OR
      THE
      ACQUISITION FROM AFFILIATE OF THE COMPANY)
      (A)
      RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (I) TO THE
      ISSUER OR ANY SUBSIDIARY THEREOF, (II) TO A QUALIFIED INSTITUTIONAL
      BUYER
      IN
      COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) TO A NON-U.S. PERSON
      OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
      ACT, (IV) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
      UNDER
      THE SECURITIES ACT, IF AVAILABLE, OR (V) PURSUANT TO A REGISTRATION STATEMENT
      WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES
      TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER OR (B) ENGAGE IN HEDGING
      TRANSACTIONS WITH RESPECT TO THIS SECURITY UNLESS IN COMPLIANCE WITH THE
      SECURITIES ACT; AND

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
(3) AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(A)(V) ABOVE) A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

     

    [IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH
      OPINIONS,
      CERTIFICATES
      AND OTHER INFORMATION AS
      THE
      COMPANY OR
      SUCH
      TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
      FOREGOING RESTRICTIONS.]1 

    


    [TAX
      ORIGINAL ISSUE DISCOUNT LEGEND]

    


    FOR
      PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE U.S. INTERNAL REVENUE CODE
      OF
      1986, AS AMENDED, THIS NOTE WAS ISSUED WITH TAX ORIGINAL ISSUE DISCOUNT. FOR
      PURPOSES OF THESE RULES, THE ISSUE DATE OF THIS NOTE IS JANUARY 11,
      2008,
      AND A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF TAX ORIGINAL ISSUE DISCOUNT,
      AND YIELD TO MATURITY BY SUBMITTING A WRITTEN REQUEST TO THE COMPANY AT MAGICAL
      INSIGHT INVESTMENTS LIMITED, C/O CHINA MOBILE MEDIA TECHNOLOGY, INC., 9TH FLOOR,
      BLOCK C, INTELL-CENTER, NO. 18 ZHONGGUANCUN EAST ROAD, HAIDIAN DISTRICT,
      BEIJING, CHINA 100083, ATTENTION: CHIEF FINANCIAL OFFICER, FACSIMILE NO: +86
      10
      8260 1927.

     

    
      

    

    
      	
              1

            	
              To
                be added to Definitive Notes only. 

            


    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    GUARANTEED
      SENIOR NOTES DUE 2014

     

    ISIN:
      XS0325944170

    Common
      Code: 032594417

     

    
      	
              No. _____ 

            	
              RMB_____________

            


    

     

    MAGICAL
      INSIGHT INVESTMENTS LIMITED

     

    promises
      to pay to HSBC Nominees (Hong Kong) Limited, or registered assigns, as nominee
      of the Common Depositary for Clearstream Banking, société anonyme (“Clearstream”)
      and/or
      Euroclear Bank S.A./N.V. (“Euroclear”),
      or
      registered assigns, the Dollar Equivalent of the principal sum of
      _________________ (______________) on January 11, 2014, or such greater or
      lesser principal amount at the Stated Maturity hereof as is indicated in the
      records of the Trustee and the Common Depositary]2.

     

    Interest
      Payment Dates: January 11 and July 11, commencing July 11, 2008.

     

    Record
      Dates: December 27 and June 26.

     

    Dated:
      January 11, 2008.

     

    
      	
              2

            	
              To
                be added to Global Notes only. 

            


    

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

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

    
      	 	 	 
	 	
              MAGICAL
                INSIGHT INVESTMENTS LIMITED

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name: 

              Title: 

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Global

    Notes
      referred to in the

    within-mentioned
      Indenture:

     

    
      	
              THE
                HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED,

              as
                Trustee

            	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	
            
	
              
                

              

              Authorized
                Signatory

            	 	 	
            


    

     

    Dated
      January 11, 2008

    


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    (Back
      of
      Note)

     

    GUARANTEED
      SENIOR NOTES DUE 2014

     

    Capitalized
      terms used herein shall have the meanings assigned to them in the Indenture
      referred to below unless otherwise indicated.

     

    1. Interest,
      Additional Amounts and Additional Tax Amounts.
      MAGICAL
      INSIGHT INVESTMENTS LIMITED, a British Virgin Islands corporation (the
“Company”),
      promises to pay the Dollar Equivalent of interest on the principal amount of
      this Note at 9.5% per annum from the first anniversary of the Issue Date until
      maturity. “Dollar
      Equivalent”
means,
      at any time for the determination thereof, the amount of Dollars obtained by
      converting RMB into Dollars at the base rate for the purchase of Dollars with
      RMB as quoted by the People’s Bank of China at Noon (Beijing time) two Business
      Days prior to the date of determination. The Company shall pay interest
      semi-annually on January 11 and July 11 of each year, or if any such day is
      not
      a Business Day, on the next succeeding Business Day (each an “Interest
      Payment Date”).
      Interest shall accrue from the most recent date to which interest has been
      paid
      on the Notes (or one or more Predecessor Notes) or, if no interest has been
      paid, from the date of issuance: provided,
      however,
      that if
      there is no existing Default in the payment of interest, and if this Note is
      authenticated between a record date referred to on the face hereof and the
      next
      succeeding Interest Payment Date, interest shall accrue from such next
      succeeding Interest Payment Date; provided,
      further,
      that
      the first Interest Payment Date shall be July 11, 2008. The Company shall pay
      the Dollar Equivalent of interest (including post-petition interest in any
      proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
      from time to time at a rate that is 2.0% per annum in excess of the interest
      rate then in effect under the Indenture and this Note; it shall pay the Dollar
      Equivalent of interest (including post-petition interest in any proceeding
      under
      any Bankruptcy Law) on overdue installments of interest (without regard to
      any
      applicable grace periods), from time to time at the same rate to the extent
      lawful. Interest shall be computed on the basis of a 360-day year of twelve
      30-day months for the actual number of days elapsed. The amount of interest
      for
      each day that the Notes are outstanding (the “Daily
      Interest Amount”)
      will
      be calculated by dividing the interest rate in effect for such day by 360 and
      multiplying the result by the RMB Notional Amount of the Notes. The amount
      of
      interest to be paid on the Notes for each Interest Period will be calculated
      by
      adding the Daily Interest Amounts for each day in the Interest Period. All
      percentages resulting from any of the above calculations will be rounded, if
      necessary, to the nearest one hundred-thousandth of a percentage point, with
      five one-millionths of a percentage point being rounded upwards and all dollar
      amounts used in or resulting from such calculations will be rounded to the
      nearest cent (with one-half cent being rounded upwards). The interest rate
      on
      the Notes will in no event be higher than the maximum rate permitted by New
      York
      law as such rate may be modified by United States law of general application.
      The Company promises to pay Additional Amounts and Additional Tax Amounts as
      and
      when required by the Indenture.

     

    2. Method
      of Payment.
      The
      Company shall pay interest on the Notes (except defaulted interest) to the
      Persons in whose name this Note (or one or more Predecessor Notes) is registered
      at the close of business on the January 11 or July 11 next preceding the
      Interest Payment Date, even if such Notes are cancelled after such record date
      and on or before such Interest Payment Date, except as provided in Section
      2.12
      of the Indenture with respect to defaulted interest. The Notes shall be payable
      as to principal, premium (including Additional Amounts and Additional Tax
      Amounts), if any, and interest at the office or agency of the Company maintained
      for such purpose, or, at the option of the Company, payment of interest may
      be
      made by check mailed to the Holders at their addresses set forth in the Security
      Register; provided,
      however,
      that
      payment by wire transfer of immediately available funds shall be required with
      respect to principal of and interest and premium, if any, on, all Global Notes
      and all other Notes the Holders of which shall have provided wire transfer
      instructions to the Company or the Paying Agent. Such payment shall be in such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts.

     

    3. Paying
      Agent and Registrar.
      Initially, The Hongkong and Shanghai Banking Corporation Limited, the Trustee
      under the Indenture, shall act as Paying Agent and Registrar. The Company may
      change any Paying Agent or Registrar without notice to any Holder. The Company
      or any of its Subsidiaries may act in any such capacity.

     

    4. Indenture.
      The
      Company issued the Notes under an Indenture dated January 11, 2008
      (“Indenture”)
      among
      the Company, China Mobile Media Technology Inc. (the “Parent”)
      as a
      guarantor, the other guarantors party thereto (together with the Parent, the
      “Guarantors”)
      and
      the Trustee. To the extent any provision of this Note conflicts with the express
      provisions of the Indenture, the provisions of the Indenture shall govern and
      be
      controlling. 

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    5.Mandatory
      Redemption.
      

     

    The
      Company agrees that on the dates indicated in the following table, the Company
      will prepay and there shall become due and payable the corresponding principal
      amount as shall then be outstanding. 

    

      
        	
                Date

              	 	
                Percentage
                  of Principal Amount

              	 
	
                January
                  11, 2011

              	 	 	
                10

              	
                %

              
	
                July
                  11, 2011

              	 	 	
                10

              	
                %

              
	
                January
                  11, 2012

              	 	 	
                20

              	
                %

              
	
                July
                  11, 2012

              	 	 	
                20

              	
                %

              
	
                January
                  11, 2013

              	 	 	
                20

              	
                %

              
	
                July
                  11, 2013

              	 	 	
                10

              	
                %

              


      

    

     

    The
      entire remaining principal amount of the Notes shall become due and payable
      on
      January 10, 2014. Each required prepayment made pursuant to this paragraph
      5
      shall be made at the Dollar Equivalent of the required prepayment amount and
      without payment of any premium and allocated among all of the Notes in
      proportion, as nearly as practicable, to the respective unpaid principal amounts
      thereof. Upon any repurchase of the Notes pursuant to paragraph 6, the principal
      amount of each required prepayment of the Notes becoming due under this
      paragraph 5 on and after the date of such prepayment or purchase shall be
      reduced in the same proportion as the aggregate unpaid principal amount of
      the
      Notes is reduced as a result of such prepayment or purchase.

     

    In
      the
      case of each prepayment of Notes pursuant to this paragraph 5, the principal
      amount of each Note to be prepaid shall mature and become due and payable on
      the
      date fixed for such prepayment, together with interest on such principal amount
      accrued to such date. From and after such date, unless the Company shall fail
      to
      pay such principal amount when so due and payable, together with the interest
      as
      aforesaid, interest on such principal amount shall cease to accrue. Any Note
      paid or prepaid in full shall be surrendered to the Company and cancelled and
      shall not be reissued, and no Note shall be issued in lieu of any prepaid
      principal amount of any Note.

     

    6. Repurchase
      at Option of Holder.

     

    (a)
      Upon the
      occurrence of a Change of Control, each Holder shall have the right to require
      the Company to repurchase all or any part (equal to RMB1.0 million or an
      integral multiple of RMB1.0 million) of such Holder’s Notes (a “Change
      of Control Offer”)
      at a
      purchase price in cash equal to the Dollar Equivalent of 105% of the aggregate
      principal amount of the RMB Notional Amount repurchased, plus accrued and unpaid
      interest on the Notes repurchased to the purchase date (subject to the right
      of
      Holders of record on the relevant record date to receive interest to, but
      excluding, the Purchase Date).

     

    (b) If
      the
      Company or one of its Subsidiaries consummates any Asset Sales, they shall
      not
      be required to apply any Net Available Cash in accordance with the Indenture
      until the aggregate Net Available Cash from all Asset Sales following the date
      the Notes are first issued after application of Net Available Cash as provided
      in the second paragraph of Section 4.12 of the Indenture, exceeds $3.0 million,
      at which time the Company shall commence an offer for Notes pursuant to the
      Indenture by applying the Net Available Cash (an “Asset
      Sale Offer”)
      pursuant to Section 3.07 of the Indenture to purchase the maximum principal
      amount of Notes that may be purchased out of the Net Available Cash at an offer
      price in cash equal to the Dollar Equivalent of 100% of the principal amount,
      plus accrued and unpaid interest to the date fixed for the closing of such
      offer
      in accordance with the procedures set forth in the Indenture. To the extent
      that
      the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less
      than the Net Available Cash, the Company (or such Subsidiary) may use such
      deficiency first to repay certain credit facilities or any other Senior Debt
      of
      the Company or any Guarantor or Debt of any Subsidiary of the Company that
      is
      not a Guarantor (excluding, in any such case, any Debt owed to the Company
      or an
      Affiliate of the Company), and only thereafter, for any purpose not prohibited
      by the Indenture. If the aggregate principal amount of Notes surrendered by
      Holders thereof exceeds the amount of Net Available Cash, the Trustee shall
      select the Notes to be purchased on a pro
      rata
      basis.
      Holders of Notes that are the subject of an offer to purchase will receive
      an
      Asset Sale Offer from the Company prior to any related purchase date and may
      elect to have such Notes purchased by completing the form entitled “Option of
      Holder to Elect Purchase” on the reverse of the Notes.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    (c)
      Upon the
      occurrence of a Delisting, each Holder shall have the right to require the
      Company to repurchase all or any part (equal to RMB1.0 million or an integral
      multiple of RMB1.0 million) of such Holder’s Notes (a “Delisting
      Offer”)
      at a
      purchase price in cash equal to the Dollar Equivalent of 105% of the aggregate
      principal amount of the RMB Notional Amount repurchased, plus accrued and unpaid
      interest on the Notes repurchased to the purchase date (subject to the right
      of
      Holders of record on the relevant record date to receive interest to, but
      excluding, the Purchase Date).

     

    8. Notice
      of Redemption.
      Notice
      of redemption shall be mailed at least 30 days but not more than 60 days before
      the redemption date to each Holder whose Notes are to be redeemed at its
      registered address. Notes in denominations larger than RMB1.0 million may be
      redeemed in part but only in whole multiples of RMB1.0 million, unless all
      of
      the Notes held by a Holder are to be redeemed. On and after the redemption
      date
      interest ceases to accrue on Notes or portions thereof called for
      redemption.

     

    9. Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in denominations of RMB1.0 million
      and integral multiples of RMB1.0 million. [This Note shall represent the
      aggregate principal amount of outstanding Notes from time to time endorsed
      hereon and the aggregate principal amount of Notes represented hereby may from
      time to time be reduced or increased, as appropriate, to reflect exchanges
      and
      redemptions.]1 
      The
      transfer of Notes may be registered and Notes may be exchanged as provided
      in
      the Indenture. The Registrar and the Trustee may require a Holder, among other
      things, to furnish appropriate endorsements and transfer documents and the
      Company may require a Holder to pay any taxes and fees required by law or
      permitted by the Indenture. The Company need not exchange or register the
      transfer of any Note or portion of a Note selected for redemption, except for
      the unredeemed portion of any Note being redeemed in part. Also, the Company
      need not exchange or register the transfer of any Notes for a period of 15
      days
      before a selection of Notes to be redeemed or during the period between a record
      date and the corresponding Interest Payment Date.

     

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

     

    11. Amendment,
      Supplement and Waiver.
      Subject
      to certain exceptions, the Company and the Trustee may amend or supplement
      the
      Indenture or the Notes with the consent of the Holders of a majority in
      principal amount of the then outstanding Notes voting as a single class
      (including consents obtained in connection with a purchase of or tender offer
      or
      exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the
      Indenture, any existing Default or Event of Default (except a continuing Default
      or Event of Default in the payment of principal, premium, if any, or interest
      on
      the Notes) or compliance with any provision of the Indenture or the Notes
      (except for certain covenants and provisions of the Indenture which cannot
      be
      amended without the consent of each Holder) may be waived with the consent of
      the Holders of a majority in principal amount of the then outstanding Notes
      voting as a single class (including consents obtained in connection with a
      purchase of or tender offer or exchange offer for the Notes). Without the
      consent of any Holder, the Company and the Trustee may amend or supplement
      the
      Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
      to provide for the assumption by a successor corporation, partnership or limited
      liability company of the obligations of the Company under the Indenture, to
      provide for uncertificated Notes in addition to or in place of certificated
      Notes, to add additional Guarantees or additional obligors with respect to
      the
      Notes, to secure the Notes, to add to the covenants of the Company for the
      benefit of the Holders of the Notes or to surrender any right or power conferred
      upon the Company, or to make any change that would provide any additional rights
      or benefits to the Holders of Notes or that does not adversely affect the legal
      rights under the Indenture of any such Holder.

     

    12.Defaults
      and Remedies.
      Each of
      the following is an Event of Default under the Indenture: (a) failure to make
      the payment of any interest on such Notes when the same becomes due and payable,
      and such failure continues for a period of 10 days; (b) failure to make the
      payment of any principal of, or premium, if any, on, any of such Notes when
      the
      same becomes due and payable at its Stated Maturity, upon acceleration,
      mandatory redemption, optional redemption, required repurchase or otherwise,
      including payment of Additional Amounts; (c) failure to comply with Section
      5.01
      of the Indenture; (d) failure to comply with any other covenant or agreement
      in
      such Notes or in this Indenture (other than a failure that is the subject of
      the
      foregoing clause (a), (b) or (c) and other than the failure to comply with
      Section 4.24 of the Indenture, for which payment of Additional Amounts is
      provided for under the Indenture and is governed by Section 4.01 thereof),
      and
      such failure continues for 30 days (45 days in the case of failure to comply
      with Section 4.26(b) of the Indenture) after written notice is given to the
      Company by the Trustee or the holders of not less than 25% in aggregate
      principal amount of such Notes then outstanding specifying the default,
      demanding that it be remedied and stating that such notice is a “Notice of
      Default;” (e) a default under any Debt by the Company or any Subsidiary that
      results in acceleration of the maturity of such Debt, or failure to pay any
      such
      Debt at maturity, in an aggregate amount greater than US$3.0 million or its
      foreign currency equivalent at the time; (f) any legal proceeding that shall
      have a good foundation in law and fact that would potentially result in the
      payment of money in an aggregate amount in excess of US$5.0 million (or its
      foreign currency equivalent at the time) shall be instituted against the Parent,
      the Company or any of its Subsidiaries, or judgment or judgments for, the
      payment of money in an aggregate amount in respect of US$1.0 million (or its
      foreign currency equivalent at the time) that shall be rendered against the
      Parent, the Company or any of its Subsidiaries; (g) any Guarantee ceases to
      be
      in full force and effect (other than in accordance with the terms of such
      Guarantee) or any Guarantor denies or disaffirms its obligations under its
      Guarantee; (h) certain events of bankruptcy, insolvency or reorganization
      affecting the Parent, the Company or any of its Significant Subsidiaries; (i)
      any default by the Parent, the Company or Future Guarantor Pledgor in any of
      its
      obligations under the Security Documents, which adversely affects the
      enforceability, validity, perfection or priority of the applicable Lien on
      the
      Collateral or which adversely affects the condition or value of the Collateral,
      taken as a whole, in any material respect; the security interest under the
      Security Documents shall, at any time, cease to be in full force and effect
      for
      any reason other than the satisfaction in full of all obligations under the
      Indenture and discharge of the Indenture or any security interest created
      thereunder shall be declared invalid or unenforceable or the Company or any
      Guarantor shall assert, in any pleading in any court of competent jurisdiction,
      that any such security interest is invalid or unenforceable; (j) the Parent,
      the
      Company or any Future Guarantor Pledgor denies or disaffirms its obligations
      under any Security Document or, other than in accordance with this Indenture
      and
      the Security Documents, any Security Document ceases to be or is not in full
      force and effect or the Trustee ceases to have a first priority interest in
      the
      Collateral; (k) the Company or its Subsidiaries amends or modifies their
      respective constitutive documents in such a manner that would have a Material
      Adverse Effect or engages any business other than a Related Business; (l) either
      the Indenture, the Notes, any loan made directly or indirectly from the Company
      to the WFOE, or any Security Document shall be (A) declared by any Governmental
      Authority to be illegal or unenforceable or (B) terminated prior to its
      scheduled termination date; (m)(i) the confiscation, expropriation or
      nationalization by any Governmental Authority of any Property of the Parent,
      the
      Company or any of its Subsidiaries; or (ii) if such revocation or repudiation
      could reasonably be expected to have a Material Adverse Effect, the revocation
      or repudiation by any Governmental Authority of any previously granted
      Governmental Approval to the WFOE that is material to the operation of the
      Related Business; or (iii) the imposition or introduction of material and
      discriminatory taxes, tariffs, royalties, customs or excise duties imposed
      on
      the WFOE, or the material and discriminatory withdrawal or suspension of
      material privileges or specifically granted material rights of a fiscal nature;
      (n) failure by the Parent, the Company or any Affiliate thereof (other than
      any
      Person who is an Affiliate solely because such Person is a holder of Notes
      or of
      the Parent’s warrants to purchase its common stock) to comply with any of the
      agreements in that certain Investor Rights Agreement dated the Issue Date by
      and
      among the Company, the Parent, certain Affiliates of the Company and the other
      Persons therein named if such failure continues for 30 days after written notice
      is given to the Company by the Trustee or the holders of not less than 25%
      in
      aggregate principal amount of the Notes then outstanding specifying the default,
      demanding that it be remedied and stating that such notice is a “Notice of
      Default;” (o) failure by the Parent, the Company or any Affiliate thereof (other
      than any Person who is an Affiliate solely because such Person is a holder
      of
      Notes or of the Parent’s warrants to purchase its common stock) to comply with
      any of the agreements in that certain Investor Rights Agreement dated the Issue
      Date by and among the Company, the Parent, certain Affiliates of the Company
      and
      the other Persons therein named if such failure continues for 30 days after
      written notice is given to the Company by the Trustee or the holders of not
      less
      than 25% in aggregate principal amount of the Notes then outstanding specifying
      the default, demanding that it be remedied and stating that such notice is
      a
“Notice of Default;” (p) failure by Beihai Hi-Tech Wealth Technology Development
      Co. Ltd. on or before the expiration of 30 days after the Issue Date to fully
      discharge, refinance (without change to the repayment term) or obtain in writing
      a continuing waiver for not less than one year regarding any Debt of such WFOE
      that as of the Issue Date is in default; (q) with respect to Beijing Hi-Tech
      Wealth Electronic Products Co. Ltd., a limited liability company organized
      in
      the PRC, (i) any sale, lease, license or other transfer or disposition (other
      than to the Parent or any of its Subsidiaries) of any of its rights in respect
      of patents, patent rights, licenses, inventions, copyrights, know-how (including
      any discoveries, concepts, ideas, research and development, know-how, formulas,
      inventions, compositions, manufacturing and production processes and techniques,
      technical data, procedures, designs, drawings, specifications, databases, and
      other proprietary or confidential information, trademarks, service marks and
      trade names in respect of mobile telephones, or (ii) expiration, termination
      or
      revocation of any of its licenses, permits, certificates, consents, orders,
      approvals and other authorizations from any Governmental Authority in respect
      of
      the manufacture, sale or distribution of mobile telephones in the PRC, or (iii)
      failure by such company to license or sub-license on an exclusive basis
      (including with prejudice to the rights of Beijing Hi-Tech Wealth Electronic
      Products Co. Ltd. itself) to the Parent or any of its Subsidiaries any of the
      intellectual property described in the foregoing clause (i) or the licenses,
      permits, certificates, consents, orders, approvals and other authorizations
      described in the foregoing clause (ii), in each case on terms and conditions
      that are substantially similar to and not materially more disadvantageous to
      the
      licensee than licenses by such licensor to such licensee in existence on the
      Issue Date; (r) the Company as of March 31, 2008 shall not have consummated
      the
      transactions contemplated by that certain Binding Term Sheet, dated February
      8,
      2007 (the “Binding
      Term Sheet”),
      by
      and between the Company and Beijing Hi-Tech Wealth Investment and Development
      Company Limited, including without, limitation, (i) performing, or causing
      one
      of its Subsidiaries to perform, the Company’s obligations thereunder or pursuant
      to the subsequent definitive agreement, if any, entered into by such parties
      with respect to the matters contemplated in the Binding Term Sheet (to the
      extent applicable, the “Binding
      IP Transfer Agreement”);
      (ii)
      paying, or causing one of its subsidiaries to pay, the requisite purchase price
      as set forth in the Binding Term Sheet or, to the extent applicable, the Binding
      IP Transfer Agreement; (iii) registering, or causing one of its Subsidiaries
      to
      register, the transfer of the applicable intellectual property rights purchased
      pursuant to the Binding Term Sheet, or to the extent applicable, the Binding
      IP
      Transfer Agreement, with the applicable Governmental Authorities, so as to
      ensure the proper ownership of such intellectual property rights by the Company
      or one of its Subsidiaries; or (s) failure by any Permitted Holder, the Parent
      or any of its Subsidiaries to fully comply, including without limitation, with
      any applicable foreign exchange registration, settlement or remittance
      requirement therein, with Circular 75 issued by the PRC State Administration
      of
      Foreign Exchange on October 21, 2005, including any amendment, implementing
      rules, or official interpretation thereof or any replacement, successor or
      alternative legislation having the same subject matter thereof. 

     

      
        

      

    

    
      1
        Include
        only if a global note.

    

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    If
      any
      Event of Default occurs and is continuing, the Trustee or the Holders of at
      least 25% in principal amount of the then outstanding Notes may declare all
      the
      Notes to be due and payable. Notwithstanding the foregoing, in the case of
      an
      Event of Default arising from certain events of bankruptcy or insolvency
      described in the Indenture, all outstanding Notes shall become due and payable
      without further action or notice. Holders may not enforce the Indenture or
      the
      Notes except as provided in the Indenture. Subject to certain limitations,
      Holders of at least three-fourths in aggregate principal amount of the then
      outstanding Notes may direct the Trustee in its exercise of any trust or power.
      The Trustee may withhold from Holders notice of any continuing Default or Event
      of Default (except a Default or Event of Default relating to the payment of
      principal or interest) if it determines that withholding notice is in their
      interest. The Holders of at least three-fourths in aggregate principal amount
      of
      the Notes then outstanding by notice to the Trustee may on behalf of the Holders
      of all of the Notes waive any existing Default or Event of Default and its
      consequences under the Indenture except a continuing Default or Event of Default
      in the payment of interest, or the principal of, the Notes. The Parent is
      required to deliver to the Trustee annually a statement regarding compliance
      with the Indenture, and the Parent is required upon becoming aware of any
      Default or Event of Default, to deliver to the Trustee a statement specifying
      such Default or Event of Default.

     

    13. Trustee
      Dealings with the Parent and the Company.
      Subject
      to certain limitations, the Trustee in its individual or any other capacity
      may
      become the owner or pledgee of Notes and may otherwise deal with the Parent,
      the
      Company or any Affiliate of the Company with the same rights it would have
      if it
      were not Trustee.

     

    14. No
      Recourse Against Others.
      No
      past, present or future director, officer, employee, incorporator or stockholder
      of the Parent, the Company or of any Subsidiary Guarantor, as such, shall have
      any liability for any obligations of the Parent, the Company or any Subsidiary
      Guarantor under the Indenture, the Notes, the Guarantees or for any claim based
      on, in respect of, or by reason of, such obligations or their creation. Each
      Holder by accepting a Note waives and releases all such liability. 

     

    15. Authentication.
      This
      Note shall not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    16. Abbreviations.
      Customary abbreviations may be used in the name of a Holder or an assignee,
      such
      as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
      TEN
      (= joint tenants with right of survivorship and not as tenants in common),
      CUST
      (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     

    17. Governing
      Law.
      The
      Indenture, the Guarantee and this Note shall be governed by and construed in
      accordance with the law of the state of New York.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    Option
      of
      Holder to Elect Purchase

     

    If
      you
      want to elect to have this Note purchased by the Company pursuant to Section
      3.06, 4.12 or 4.16 or 4.30 of the Indenture, check the box below:

     

    o
      Section
      3.06

     

    o
      Section 4.12        Purchase
      Date:_______________

     

    o
      Section 4.16

     

    o
      Section 4.30

     

    If
      you
      want to elect to have only part of the Note purchased by the Company pursuant
      to
      Section 3.11, 4.12 or 4.16 or 4.30 of the Indenture, state the amount you elect
      to have purchased: RMB_____________________

     

    
      	
              Date:_______________________________ 

            	 	Your
              Signature:________________________________
	 	 	
              (Sign
                exactly as your name appears on the Note)

            
	 	 	 
	 	 	
              SIGNATURE                         GUARANTEE:

            
	 	 	 
	 	 	
              ________________________________________

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

            


    

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    


    Assignment
      Form

     

    To
      assign
      this Note, fill in the form below: 

     

    (I)
      or
      (we) assign and transfer this Note to

     

     

    
      

    

    (Insert
      assignee’s social security or other tax I.D. no.)

    
      
 

      

    

     

    
      

    

     

    
      

    

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

    


    and
      irrevocably
      appoint_______________________________________________________________________________________________

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

    


    Date:
      ______________

    Your
      Signature: ________________________________

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

     

    Signature
      Guarantee: ________________________________

     

    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      Note or Definitive Note for an interest in this Global Note, have been
      made:

     

    
      	
              Date
                of Exchange

            	
               

            	
              Amount
                of

              decrease
                in

              Principal
                Amount

              of
                this Global Note

            	
               

            	
              Amount
                of increase

              in
                Principal Amount

              of
                this Global Note

            	
               

            	
              Principal
                Amount

              of
                this Global Note

              following
                such

              decrease
                (or

              increase)

            	
               

            	
              Signature
                of

              authorized
                signatory

              of
                Trustee or

              Note
                Custodian

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF NOTATION OF GUARANTEE

     

    For
      value
      received, each Guarantor (which term includes any successor Person under the
      Indenture), jointly and severally, unconditionally guarantees, to the extent
      set
      forth in the Indenture and subject to the provisions in the Indenture, dated
      January 11, 2008 (the “Indenture”),
      among
      Magical Insight Investments Limited, as issuer (the “Company”),
      the
      Guarantor listed on the signature pages thereto and The Hongkong and Shanghai
      Banking Corporation Limited, as trustee (the “Trustee”),
      (a)
      the due and punctual payment of the principal of, premium, if any, and interest
      on the Notes, whether at maturity, by acceleration, redemption or otherwise,
      the
      due and punctual payment of interest on overdue principal and premium, if any,
      and, to the extent permitted by law, interest and the due and punctual
      performance of all other obligations of the Company to the Holders or the
      Trustee all in accordance with the terms of the Indenture and (b) in case of
      any
      extension of time of payment or renewal of any Notes or any of such other
      obligations, that the same will be promptly paid in full when due or performed
      in accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise. The obligations of the Guarantors to
      the
      Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture
      are expressly set forth in Article 9 of the Indenture and reference is hereby
      made to the Indenture for the precise terms of the Guarantee. This Guarantee
      is
      subject to release as and to the extent set forth in Section 9.05 of the
      Indenture. Each Holder of a Note, by accepting the same agrees to and shall
      be
      bound by such provisions. Capitalized terms used herein and not defined are
      used
      herein as so defined in the Indenture.

     

    CHINA
      MEDIA MOBILE MEDIA TECHNOLOGY INC.

     

    


     

    By:
      

    
      

    

    Name:

    Title:

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C


     

    FORM
      OF CERTIFICATE OF TRANSFER

     

    Magical
      Insight Investments Limited

    c/o
      China
      Mobile Media Technology Inc.

    9th
      Floor, Block C, Intell-Center

    No.18
      Zhongguancun East Road

    Haidian
      District

    Beijing,
      China 100083

    Attention:
      Chief Financial Officer

    Facsimile
      No.: +86 10 8260 1927

    Attention:
      Chief Financial Officer

     

    The
      Hongkong and Shanghai Banking Corporation Limited

    Level
      30,
      HSBC Main Building

    1
      Queen’s
      Road, Central

    Hong
      Kong

    Attention:
      Corporate Trust and Loan Agency 

    Facsimile
      No: +852 2801 5586 

     

    


    Re: GUARANTEED
      SENIOR NOTES DUE 2014

     

    Reference
      is hereby made to the Indenture, dated January 11, 2008 (the “Indenture”),
      among
      MAGICAL INSIGHT INVESTMENTS LIMITED, as issuer (the “Company”),
      the
      Guarantors party thereto and THE HONGKONG AND SHANGHAI BANKING CORPORATION
      LIMITED, as trustee. Capitalized terms used but not defined herein shall have
      the meanings given to them in the Indenture.

     

    ___________________,
      (the “Transferor”)
      owns
      and proposes to transfer the Note[s] or interest in such Note[s] in the
      principal amount of RMB___________ (the “Transfer”),
      to
      ___________________________ (the “Transferee”).
      In
      connection with the Transfer, the Transferor hereby certifies that:

     

    [CHECK
      ALL THAT APPLY]

     

     1. Check
      if Transferee will take delivery of a beneficial interest in the Global Note
      or
      a Definitive Note pursuant to Regulation S.
      The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the U.S. Securities Act of 1933, as amended (the “Securities Act”)
      and, accordingly, the Transferor hereby further certifies that (i) the Transfer
      is not being made to a Person in the United States and (x) at the time the
      buy
      order was originated, the Transferee was outside the United States or such
      Transferor and any Person acting on its behalf reasonably believed and believes
      that the Transferee was outside the United States or (y) the transaction was
      executed in, on or through the facilities of a designated offshore securities
      market and neither such Transferor nor any Person acting on its behalf knows
      that the transaction was prearranged with a buyer in the United States, (ii)
      no
      directed selling efforts have been made in contravention of the requirements
      of
      Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii)
      the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act and (iv) if the proposed transfer is being
      made prior to the expiration of the Distribution Compliance Period (as defined
      in Regulation S under the Securities Act), the transfer is not being made to
      a
      U.S. Person or for the account or benefit of a U.S. Person. Upon consummation
      of
      the proposed transfer in accordance with the terms of the Indenture, the
      transferred beneficial interest or Definitive Note will be subject to the
      restrictions on Transfer enumerated in the legend printed on the Global Note
      and/or the Definitive Note and in the Securities Act.

     

     2. Check
      if Transferee will take delivery of a beneficial interest in the Global Note
      or
      a Definitive Note Pursuant to Rule 144A.
      The
      Transfer is being effected pursuant to and in accordance with Rule 144A under
      the Securities Act, and, accordingly, the Transferor hereby further certifies
      that the beneficial interest or Definitive Note is being transferred to a Person
      that the Transferor reasonably believed and believes is purchasing the
      beneficial interest or Definitive Note for its own account, or for one or more
      accounts with respect to which such Person exercises sole investment discretion,
      and such Person and each such account is a “qualified institutional buyer”
within the meaning of Rule 144A in a transaction meeting the requirements of
      Rule 144A and such Transfer is in compliance with any applicable blue sky
      securities laws of any state of the United States. Upon consummation of the
      proposed Transfer in accordance with the terms of the Indenture, the transferred
      beneficial interest or Definitive Note will be subject to the restrictions
      on
      transfer enumerated in the legend printed on the Global Note or the Definitive
      Note and in the Securities Act.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    3. Check
      if Transferee will take delivery of a beneficial interest in the Global Note
      or
      a Definitive Note pursuant to any provision of the Securities Act other than
      Rule 144A or Regulation S.
      The
      Transfer is being effected in compliance with the transfer restrictions
      applicable to beneficial interests in Global Notes and Definitive Notes and
      pursuant to and in accordance with the Securities Act and any applicable blue
      sky securities laws of any state of the United States, and accordingly the
      Transferor hereby further certifies that:

     

    (i) 
      such
      Transfer is being effected pursuant to and in accordance with Rule 144 under
      the
      Securities Act; or

     

    (ii) 
      such
      Transfer is being effected to the Company or a subsidiary thereof; or

     

    (iii) 
      such
      Transfer is being effected pursuant to an effective registration statement
      under
      the Securities Act.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    Exhibit
      D

     

    FORM
      OF AUTHORIZATION CERTIFICATE

     

    I,
      Li
      Ming, the duly qualified and elected Sole Officer of Magical Insight Investments
      Limited (the “Company”),
      acting on behalf of the Company, hereby certify that:

     

    (A)
      the
      persons listed below are (i) Officers for purposes of the Indenture dated as
      of
      January [●], 2008 between the Company and The Hongkong and Shanghai Banking
      Corporation Limited, as Trustee, (ii) duly elected or appointed, qualified
      and
      acting as the holder of the respective office or offices set forth opposite
      his
      name and (iii) the duly authorized person who executed or will execute the
      Notes
      by his manual or facsimile signature and was at the time of such execution,
      duly
      elected or appointed, qualified and acting as the holder of the office set
      forth
      opposite his name;

     

    (B)
      each
      signature appearing below is the person’s genuine signature; and

     

    (C)
      attached hereto as Schedule I is a true, correct and complete specimen of the
      certificates representing the Notes.

     

    Officers:

    

      
        	
                Name

              	 	
                Title

              	 	
                Signature

              
	 	 	 	 	 
	_________________________	 	_________________________	 	_________________________
	 	 	 	 	 
	_________________________	 	_________________________	 	_________________________
	 	 	 	 	 
	_________________________	 	_________________________	 	_________________________


      

    

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

       

      
        TABLE
          OF CONTENTS

        
 

        
          	 	 	 	
                  Page

                
	
                  ARTICLE
                    1. DEFINITIONS AND INCORPORATION BY REFERENCE

                	 	
                  1

                
	
                  Section
                    1.01.

                	
                  Definitions

                	 	
                  1

                
	
                  Section
                    1.02.

                	
                  Other
                    Definitions

                	 	
                  24

                
	
                  Section
                    1.03.

                	
                  Rules
                    of Construction

                	 	
                  25

                
	
                  ARTICLE
                    2. THE NOTES

                	 	
                  25

                
	
                  Section
                    2.01.

                	
                  Form
                    and Dating

                	 	
                  25

                
	
                  Section
                    2.02.

                	
                  Execution
                    and Authentication

                	 	
                  27

                
	
                  Section
                    2.03.

                	
                  Registrar
                    and Paying Agent

                	 	
                  27

                
	
                  Section
                    2.04.

                	
                  Paying
                    Agent to Hold Money in Trust

                	 	
                  28

                
	
                  Section
                    2.05.

                	
                  Holder
                    Lists

                	 	
                  28

                
	
                  Section
                    2.06.

                	
                  Transfer
                    and Exchange

                	 	
                  28

                
	
                  Section
                    2.07.

                	
                  Replacement
                    Notes

                	 	
                  30

                
	
                  Section
                    2.08.

                	
                  Outstanding
                    Notes

                	 	
                  30

                
	
                  Section
                    2.09.

                	
                  Treasury
                    Notes

                	 	
                  30

                
	
                  Section
                    2.10.

                	
                  Temporary
                    Notes

                	 	
                  30

                
	
                  Section
                    2.11.

                	
                  Cancellation

                	 	
                  31

                
	
                  Section
                    2.12.

                	
                  Payment
                    of Interest; Defaulted Interest

                	 	
                  31

                
	
                  Section
                    2.13.

                	
                  ISIN
                    Numbers

                	 	
                  31

                
	
                  Section
                    2.14.

                	
                  Record
                    Date

                	 	
                  31

                
	
                  ARTICLE
                    3. REDEMPTION AND PREPAYMENT

                	 	
                  31

                
	
                  Section
                    3.01.

                	
                  Notice
                    of Redemption

                	 	
                  31

                
	
                  Section
                    3.02.

                	
                  Effect
                    of Notice of Redemption

                	 	
                  32

                
	
                  Section
                    3.03.

                	
                  Deposit
                    of Redemption Price

                	 	
                  32

                
	
                  Section
                    3.04.

                	
                  Mandatory
                    Redemption

                	 	
                  33

                
	
                  Section
                    3.05.

                	
                  Offer
                    To Purchase

                	 	
                  33

                
	
                  Section
                    3.06.

                	
                  Tax
                    Redemption

                	 	
                  35

                
	
                  ARTICLE
                    4. COVENANTS

                	 	
                  36

                
	
                  Section
                    4.01.

                	
                  Payment
                    of Notes

                	 	
                  36

                
	
                  Section
                    4.02.

                	
                  Maintenance
                    of Office or Agency

                	 	
                  37

                
	
                  Section
                    4.03.

                	
                  Reports

                	 	
                  37

                
	
                  Section
                    4.04.

                	
                  Compliance
                    Certificate

                	 	
                  38

                
	
                  Section
                    4.05.

                	
                  Taxes

                	 	
                  38

                
	
                  Section
                    4.06.

                	
                  Stay,
                    Extension and Usury Laws

                	 	
                  38

                
	
                  Section
                    4.07.

                	
                  Corporate
                    Existence

                	 	
                  38

                


        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

      
 

      
        	 	 	 	
                Page

              
	
                Section
                  4.08.

              	
                Payments
                  for Consent

              	 	
                38

              
	
                Section
                  4.09.

              	
                Incurrence
                  of Additional Debt

              	 	
                39

              
	
                Section
                  4.10.

              	
                Restricted
                  Payments

              	 	
                40

              
	
                Section
                  4.11.

              	
                Liens

              	 	
                42

              
	
                Section
                  4.12.

              	
                Asset
                  Sales

              	 	
                42

              
	
                Section
                  4.13.

              	
                Restrictions
                  on Distributions from Subsidiaries

              	 	
                43

              
	
                Section
                  4.14.

              	
                Affiliate
                  Transactions

              	 	
                44

              
	
                Section
                  4.15.

              	
                Issuance
                  or Sale of Capital Stock of Subsidiaries

              	 	
                45

              
	
                Section
                  4.16.

              	
                Repurchase
                  at the Option of Holders Following a Change of Control

              	 	
                46

              
	
                Section
                  4.17.

              	
                Future
                  Guarantors

              	 	
                46

              
	
                Section
                  4.18.

              	
                Business
                  Activities

              	 	
                46

              
	
                Section
                  4.19.

              	
                Sale
                  and Leaseback Transactions

              	 	
                46

              
	
                Section
                  4.20.

              	
                Impairment
                  of Security Interest

              	 	
                46

              
	
                Section
                  4.21.

              	
                Amendments
                  to Security Documents

              	 	
                47

              
	
                Section
                  4.22.

              	
                Use
                  of Proceeds

              	 	
                47

              
	
                Section
                  4.23.

              	
                Maintenance
                  of Insurance

              	 	
                47

              
	
                Section
                  4.24.

              	
                Additional
                  Tax Amounts

              	 	
                47

              
	
                Section
                  4.25.

              	
                Tax
                  Indemnity

              	 	
                48

              
	
                Section
                  4.26.

              	
                Government
                  Approvals and Licenses; Compliance with Law

              	 	
                48

              
	
                Section
                  4.27.

              	
                Minimum
                  Fixed Charge Coverage Ratio and Leverage Ratio

              	 	
                48

              
	
                Section
                  4.28.

              	
                Notes
                  to Rank Senior

              	 	
                49

              
	
                Section
                  4.29.

              	
                Calculation
                  of Original Issue Discount

              	 	
                49

              
	
                Section
                  4.30.

              	
                Repurchase
                  Upon Delisting

              	 	
                49

              
	
                Section
                  4.31.

              	
                Restriction
                  on Activities of the Parent

              	 	
                50

              
	
                ARTICLE
                  5. SUCCESSORS

              	 	
                50

              
	
                Section
                  5.01.

              	
                Merger,
                  Consolidation and Sale of Assets

              	 	
                50

              
	
                Section
                  5.02.

              	
                Successor
                  Corporation Substituted

              	 	
                52

              
	
                ARTICLE
                  6. DEFAULTS AND REMEDIES

              	 	
                53

              
	
                Section
                  6.01.

              	
                Events
                  of Default

              	 	
                53

              
	
                Section
                  6.02.

              	
                Acceleration

              	 	
                55

              
	
                Section
                  6.03.

              	
                Other
                  Remedies

              	 	
                56

              
	
                Section
                  6.04.

              	
                Waiver
                  of Defaults

              	 	
                56

              
	
                Section
                  6.05.

              	
                Control
                  by Supermajority

              	 	
                56

              
	
                Section
                  6.06.

              	
                Limitation
                  on Suits

              	 	
                57

              


      

      
         

      

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

        

          
            	 	 	 	
                    Page

                  
	
                    Section
                      6.07.

                  	
                    Rights
                      of Holders to Receive Payment

                  	 	
                    57

                  
	
                    Section
                      6.08.

                  	
                    Collection
                      Suit by Trustee

                  	 	
                    57

                  
	
                    Section
                      6.09.

                  	
                    Trustee
                      May File Proofs of Claim

                  	 	
                    57

                  
	
                    Section
                      6.10.

                  	
                    Priorities

                  	 	
                    58

                  
	
                    Section
                      6.11.

                  	
                    Undertaking
                      for Costs

                  	 	
                    58

                  
	
                    Section
                      6.12.

                  	
                    Restoration
                      of Rights and Remedies

                  	 	
                    58

                  
	
                    Section
                      6.13.

                  	
                    Rights
                      and Remedies Cumulative

                  	 	
                    59

                  
	
                    Section
                      6.14.

                  	
                    Delay
                      or Omission Not Waiver

                  	 	
                    59

                  
	
                    ARTICLE
                      7. TRUSTEE AND AGENTS

                  	 	
                    59

                  
	
                    Section
                      7.01.

                  	
                    Duties
                      of Trustee

                  	 	
                    59

                  
	
                    Section
                      7.02.

                  	
                    Rights
                      of Trustee

                  	 	
                    60

                  
	
                    Section
                      7.03.

                  	
                    Individual
                      Rights of Trustee

                  	 	
                    62

                  
	
                    Section
                      7.04.

                  	
                    Trustee’s
                      Disclaimer

                  	 	
                    62

                  
	
                    Section
                      7.05.

                  	
                    Notice
                      of Defaults

                  	 	
                    62

                  
	
                    Section
                      7.06.

                  	
                    Force
                      Majeure

                  	 	
                    62

                  
	
                    Section
                      7.07.

                  	
                    Compensation
                      and Indemnity

                  	 	
                    59

                  
	
                    Section
                      7.08.

                  	
                    Replacement
                      of Trustee

                  	 	
                    63

                  
	
                    Section
                      7.09.

                  	
                    Successor
                      Trustee by Merger, etc

                  	 	
                    64

                  
	
                    ARTICLE
                      8. AMENDMENT, SUPPLEMENT AND WAIVER

                  	 	
                    61

                  
	
                    Section
                      8.01.

                  	
                    Without
                      Consent of Holders

                  	 	
                    64

                  
	
                    Section
                      8.02.

                  	
                    With
                      Consent of Holders

                  	 	
                    65

                  
	
                    Section
                      8.03.

                  	
                    Revocation
                      and Effect of Consents

                  	 	
                    66

                  
	
                    Section
                      8.04.

                  	
                    Notation
                      on or Exchange of Notes

                  	 	
                    66

                  
	
                    Section
                      8.05.

                  	
                    Trustee
                      to Sign Amendments, etc

                  	 	
                    67

                  
	
                    ARTICLE
                      9. GUARANTEES

                  	 	
                    67

                  
	
                    Section
                      9.01.

                  	
                    Guarantee

                  	 	
                    67

                  
	
                    Section
                      9.02.

                  	
                    Limitation
                      on Guarantor Liability

                  	 	
                    68

                  
	
                    Section
                      9.03.

                  	
                    Execution
                      and Delivery of Guarantee

                  	 	
                    69

                  
	
                    Section
                      9.04.

                  	
                    Guarantors
                      May Consolidate, etc., on Certain Terms

                  	 	
                    69

                  
	
                    Section
                      9.05.

                  	
                    Releases
                      Following Merger, Consolidation or Sale of Assets, Etc

                  	 	
                    70

                  
	
                    ARTICLE
                      10. COLLATERAL AND SECURITY

                  	 	
                    70

                  
	
                    Section
                      10.01.

                  	
                    Security
                      Documents

                  	 	
                    70

                  
	
                    Section
                      10.02.

                  	
                    Future
                      Guarantor Pledgors

                  	 	
                    71

                  
	
                    Section
                      10.03.

                  	
                    Recording
                      and Opinions

                  	 	
                    72

                  


          

        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)


      
        	 	 	 	
                Page

              
	
                Section
                  10.04.

              	
                Release
                  of Collateral

              	 	
                73

              
	
                Section
                  10.05.

              	
                Authorization
                  of Actions to Be Taken by the Trustee Under the Security
                  Documents

              	 	
                73

              
	
                Section
                  10.06.

              	
                Authorization
                  of Receipt of Funds by the Trustee Under the Security
                  Documents

              	 	
                74

              
	
                Section
                  10.07.

              	
                Termination
                  of Security Interest

              	 	
                74

              
	
                Section
                  10.08.

              	
                Appointment
                  of Collateral Agent

              	 	
                74

              
	
                ARTICLE
                  11. SATISFACTION AND DISCHARGE

              	 	
                74

              
	
                Section
                  11.01.

              	
                Satisfaction
                  and Discharge

              	 	
                74

              
	
                Section
                  11.02.

              	
                Deposited
                  Cash to be Held in Trust; Other Miscellaneous Provisions

              	 	
                75

              
	
                Section
                  11.03.

              	
                Repayment
                  to Company

              	 	
                75

              
	
                ARTICLE
                  12. MISCELLANEOUS

              	 	
                76

              
	
                Section
                  12.01.

              	
                Notices

              	 	
                76

              
	
                Section
                  12.02.

              	
                Communication
                  by Holders of Notes with Other Holders of Notes

              	 	
                77

              
	
                Section
                  12.03.

              	
                Certificate
                  and Opinion as to Conditions Precedent

              	 	
                77

              
	
                Section
                  12.04.

              	
                Statements
                  Required in Certificate or Opinion

              	 	
                77

              
	
                Section
                  12.05.

              	
                Legal
                  Holidays

              	 	
                77

              
	
                Section
                  12.06.

              	
                Rules
                  by Trustee and Agents

              	 	
                78

              
	
                Section
                  12.07.

              	
                No
                  Personal Liability of Directors, Officers, Employees and
                  Stockholders

              	 	
                78

              
	
                Section
                  12.08.

              	
                Governing
                  Law

              	 	
                78

              
	
                Section
                  12.09.

              	
                No
                  Adverse Interpretation of Other Agreements

              	 	
                78

              
	
                Section
                  12.10.

              	
                Successors

              	 	
                78

              
	
                Section
                  12.11.

              	
                Severability

              	 	
                78

              
	
                Section
                  12.12.

              	
                Counterpart
                  Originals

              	 	
                78

              
	
                Section
                  12.13.

              	
                Consent
                  to Jurisdiction and Service of Process; Waiver of
                  Immunities

              	 	
                78

              
	
                Section
                  12.14.

              	
                Table
                  of Contents, Headings, etc

              	 	
                79

              


      


      EXHIBIT
        A

      EXHIBIT
        B

      EXHIBIT
        C

      EXHIBIT
        D

       

      
        
          
          

        

        
          iv