**Exhibit 4.8**

 

 

 

**DECRANE AIRCRAFT HOLDINGS, INC.**

 

17% SENIOR DISCOUNT NOTES DUE 2008

 

Guaranteed to the extent set forth herein by each of the Guarantorslisted on the signature pages hereof

 

 

INDENTURE

 

Dated as of July 23, 2004

 

 

U.S. BANK NATIONAL ASSOCIATION

 

TRUSTEE

 

 

 

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CROSS-REFERENCE TABLE*

 
| **Trust Indenture Act Section** | ** ** | **Indenture Section** |
|---------------------------------|------------|-----------------------|
|                            |       |                  |
| 310 (a)(1)                      |       | 7.10                  |
| (a)(2)                          |       | 7.10                  |
| (a)(3)                          |       | N.A.                  |
| (a)(4)                          |       | N.A.                  |
| (a)(5)                          |       | 7.10                  |
| (b)                             |       | 7.10                  |
| (c)                             |       | N.A.                  |
| 311(a)                          |       | 7.11                  |
| (b)                             |       | 7.11                  |
| (c)                             |       | N.A.                  |
| 312 (a)                         |       | 2.05                  |
| (b)                             |       | 11.03                 |
| (iv)(c)                         |       | 11.03                 |
| 313(a)                          |       | 7.06                  |
| (b)(1)                          |       | N.A.                  |
| (b)(2)                          |       | 7.06; 7.07            |
| (v)(c)                          |       | 7.06; 11.02           |
| (vi)(d)                         |       | 7.06                  |
| 314(a)                          |       | 4.03; 11.02           |
| (b)                             |       | N.A.                  |
| (c)(1)                          |       | 11.04                 |
| (c)(2)                          |       | 11.04                 |
| (c)(3)                          |       | N.A.                  |
| (vii)(e)                        |       | 11.05                 |
| (f)                             |       | NA                    |
| 315 (a)                         |       | 7.01                  |
| (b)                             |       | 7.05, 11.02           |
| (c)                             |       | 7.01                  |
| (d)                             |       | 7.01                  |
| (e)                             |       | 6.11                  |
| 316 (a)(last sentence)          |       | 2.09                  |
| (a)(1)(A)                       |       | 6.05                  |
| (a)(1)(B)                       |       | 6.04                  |
| (a)(2)                          |       | N.A.                  |
| (b)                             |       | 6.07                  |
| (c)                             |       | 2.12                  |
| 317 (a)(1)                      |       | 6.08                  |
| (a)(2)                          |       | 6.09                  |
| (b)                             |       | 2.04                  |
| 318 (a)                         |       | 11.01                 |
| (b)                             |       | N.A.                  |
| (c)                             |       | 11.01                 |

 

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N.A. means notapplicable.

*This Cross-ReferenceTable is not part of the Indenture.

 

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**TABLE OF CONTENTS**

 
| **ARTICLE 1. DEFINITIONS  AND INCORPORATION BY REFERENCE** | ** **                                                                  |
|-----------------------------------------------------------------|-----------------------------------------------------------------------------|
| ** **                                                      |                                                                        | ** ** |
| SECTION 1.01.                                              | DEFINITIONS.                                                                |   |
| SECTION 1.02.                                              | OTHER DEFINITIONS.                                                          |   |
| SECTION 1.03.                                              | INCORPORATION OF TIA PROVISIONS.                                            |   |
| SECTION 1.04.                                              | RULES OF CONSTRUCTION.                                                      |   |
|                                                            | ** **                                                                  | ** ** |
| **ARTICLE 2. THE NOTES**                                   | ** **                                                                  |
| ** **                                                      |                                                                        | ** ** |
| SECTION 2.01.                                              | FORM AND DATING.                                                            |   |
| SECTION 2.02.                                              | EXECUTION AND AUTHENTICATION.                                               |   |
| SECTION 2.03.                                              | REGISTRAR AND PAYING AGENT.                                                 |   |
| SECTION 2.04.                                              | PAYING AGENT TO HOLD MONEY IN TRUST.                                        |   |
| SECTION 2.05.                                              | HOLDER LISTS.                                                               |   |
| SECTION 2.06.                                              | TRANSFER AND EXCHANGE.                                                      |   |
| SECTION 2.07.                                              | REPLACEMENT NOTES.                                                          |   |
| SECTION 2.08.                                              | OUTSTANDING NOTES.                                                          |   |
| SECTION 2.09.                                              | TREASURY NOTES.                                                             |   |
| SECTION 2.10.                                              | TEMPORARY NOTES.                                                            |   |
| SECTION 2.11.                                              | CANCELLATION.                                                               |   |
|                                                            | ** **                                                                  | ** ** |
| **ARTICLE 3. REDEMPTION  AND PREPAYMENT**                  | ** **                                                                  |
| ** **                                                      |                                                                        | ** ** |
| SECTION 3.01.                                              | NOTICES TO TRUSTEE.                                                         |   |
| SECTION 3.02.                                              | SELECTION OF NOTES TO BE REDEEMED.                                          |   |
| SECTION 3.03.                                              | NOTICE OF REDEMPTION.                                                       |   |
| SECTION 3.04.                                              | EFFECT OF NOTICE OF REDEMPTION.                                             |   |
| SECTION 3.05.                                              | DEPOSIT OF REDEMPTION PRICE.                                                |   |
| SECTION 3.06.                                              | NOTES REDEEMED IN PART.                                                     |   |
| SECTION 3.07.                                              | OPTIONAL REDEMPTION.                                                        |   |
| SECTION 3.08.                                              | MANDATORY REDEMPTION.                                                       |   |
| SECTION 3.09.                                              | OFFER TO PURCHASE BY APPLICATION OF EXCESS  PROCEEDS.                       |   |
|                                                            | ** **                                                                  | ** ** |
| **ARTICLE 4. COVENANTS**                                   | ** **                                                                  |
| ** **                                                      |                                                                        | ** ** |
| SECTION 4.01.                                              | PAYMENT OF NOTES.                                                           |   |
| SECTION 4.02.                                              | MAINTENANCE OF OFFICE OR AGENCY.                                            |   |
| SECTION 4.03.                                              | REPORTS.                                                                    |   |
| SECTION 4.04.                                              | COMPLIANCE CERTIFICATE.                                                     |   |
| SECTION 4.05.                                              | TAXES.                                                                      |   |
| SECTION 4.06.                                              | STAY, EXTENSION AND USURY LAWS.                                             |   |
| SECTION 4.07.                                              | RESTRICTED PAYMENTS.                                                        |   |
| SECTION 4.08.                                              | DIVIDEND AND OTHER PAYMENT RESTRICTIONS  AFFECTING RESTRICTED SUBSIDIARIES. |   |
| SECTION 4.09.                                              | INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF  PREFERRED STOCK.                |   |
| SECTION 4.10.                                              | ASSET SALES                                                                 |   |
| SECTION 4.11.                                              | TRANSACTIONS WITH AFFILIATES.                                               |   |
| SECTION 4.12.                                              | LIENS.                                                                      |   |
| SECTION 4.13.                                              | CORPORATE EXISTENCE.                                                        |   |
| SECTION 4.14.                                              | OFFER TO REPURCHASE UPON CHANGE OF  CONTROL.                                |   |

 

i

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| SECTION 4.15.                                            | SALE AND LEASEBACK TRANSACTIONS.                                                                |       |
|---------------------------------------------------------------|-------------------------------------------------------------------------------------------------|------------|
| SECTION 4.16.                                            | ACCOUNTS RECEIVABLE FACILITY                                                                    |       |
| SECTION 4.17.                                            | ADDITIONAL NOTE GUARANTEES                                                                      |       |
|                                                          | ** **                                                                                      | ** ** |
| **ARTICLE 5. SUCCESSORS**                                | ** **                                                                                      |
| ** **                                                    |                                                                                            | ** ** |
| SECTION 5.01.                                            | MERGER, CONSOLIDATION, OR SALE OF ASSETS.                                                       |       |
| SECTION 5.02.                                            | SUCCESSOR CORPORATION SUBSTITUTED.                                                              |       |
|                                                          | ** **                                                                                      | ** ** |
| **ARTICLE 6. DEFAULTS AND  REMEDIES**                    | ** **                                                                                      |
| ** **                                                    |                                                                                            | ** ** |
| SECTION 6.01.                                            | EVENTS OF DEFAULT.                                                                              |       |
| SECTION 6.02.                                            | ACCELERATION.                                                                                   |       |
| SECTION 6.03.                                            | OTHER REMEDIES.                                                                                 |       |
| SECTION 6.04.                                            | WAIVER OF PAST DEFAULTS.                                                                        |       |
| SECTION 6.05.                                            | CONTROL BY MAJORITY.                                                                            |       |
| SECTION 6.06.                                            | LIMITATION ON SUITS.                                                                            |       |
| SECTION 6.07.                                            | RIGHTS OF HOLDERS OF NOTES TO RECEIVE  PAYMENT.                                                 |       |
| SECTION 6.08.                                            | COLLECTION SUIT BY TRUSTEE.                                                                     |       |
| SECTION 6.09.                                            | TRUSTEE MAY FILE PROOFS OF CLAIM.                                                               |       |
| SECTION 6.10.                                            | PRIORITIES.                                                                                     |       |
| SECTION 6.11.                                            | UNDERTAKING FOR COSTS.                                                                          |       |
|                                                          | ** **                                                                                      | ** ** |
| **ARTICLE 7. TRUSTEE**                                   | ** **                                                                                      |
| ** **                                                    |                                                                                            | ** ** |
| SECTION 7.01.                                            | DUTIES OF TRUSTEE.                                                                              |       |
| SECTION 7.02.                                            | RIGHTS OF TRUSTEE.                                                                              |       |
| SECTION 7.03.                                            | INDIVIDUAL RIGHTS OF TRUSTEE.                                                                   |       |
| SECTION 7.04.                                            | TRUSTEE’S DISCLAIMER.                                                                      |       |
| SECTION 7.05.                                            | NOTICE OF DEFAULTS.                                                                             |       |
| SECTION 7.06.                                            | REPORTS BY TRUSTEE TO HOLDERS OF THE  NOTES.                                                    |       |
| SECTION 7.07.                                            | COMPENSATION AND INDEMNITY.                                                                     |       |
| SECTION 7.08.                                            | REPLACEMENT OF TRUSTEE.                                                                         |       |
| SECTION 7.09.                                            | SUCCESSOR TRUSTEE BY MERGER, ETC.                                                               |       |
| SECTION 7.10.                                            | ELIGIBILITY; DISQUALIFICATION.                                                                  |       |
| SECTION 7.11.                                            | PREFERENTIAL COLLECTION OF CLAIMS AGAINST  ISSUER.                                              |       |
|                                                          | ** **                                                                                      | ** ** |
| **ARTICLE 8. LEGAL  DEFEASANCE AND COVENANT DEFEASANCE** | ** **                                                                                      |
| ** **                                                    |                                                                                            | ** ** |
| SECTION 8.01.                                            | OPTION TO EFFECT LEGAL DEFEASANCE OR  COVENANT DEFEASANCE.                                      |       |
| SECTION 8.02.                                            | LEGAL DEFEASANCE AND DISCHARGE.                                                                 |       |
| SECTION 8.03.                                            | COVENANT DEFEASANCE.                                                                            |       |
| SECTION 8.04.                                            | CONDITIONS TO LEGAL OR COVENANT  DEFEASANCE.                                                    |       |
| SECTION 8.05.                                            | DEPOSITED MONEY AND GOVERNMENT SECURITIES  TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. |       |
| SECTION 8.06.                                            | REPAYMENT TO ISSUER.                                                                            |       |
| SECTION 8.07.                                            | REINSTATEMENT.                                                                                  |       |
|                                                          | ** **                                                                                      | ** ** |
| **ARTICLE 9. AMENDMENT,  SUPPLEMENT AND WAIVER**         | ** **                                                                                      |
| ** **                                                    |                                                                                            | ** ** |
| SECTION 9.01.                                            | WITHOUT CONSENT OF HOLDERS OF NOTES.                                                            |       |
| SECTION 9.02.                                            | WITH CONSENT OF HOLDERS OF NOTES.                                                               |       |
| SECTION 9.03.                                            | COMPLIANCE WITH TRUST INDENTURE ACT.                                                            |       |
| SECTION 9.04.                                            | REVOCATION AND EFFECT OF CONSENTS.                                                              |       |
| SECTION 9.05.                                            | NOTATION ON OR EXCHANGE OF NOTES.                                                               |       |

 

ii

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| SECTION 9.06.                    | TRUSTEE TO SIGN AMENDMENTS, ETC.                                           |       |
|---------------------------------------|----------------------------------------------------------------------------|------------|
|                                  | ** **                                                                 | ** ** |
| **ARTICLE 10. NOTE  GUARANTEES** | ** **                                                                 |
| ** **                            |                                                                       | ** ** |
| SECTION 10.01.                   | GUARANTEE.                                                                 |       |
| SECTION 10.02.                   | LIMITATION ON  GUARANTOR LIABILITY.                                        |       |
| SECTION 10.03.                   | EXECUTION AND  DELIVERY OF NOTE GUARANTEE.                                 |       |
| SECTION 10.04.                   | GUARANTORS MAY  CONSOLIDATE, ETC., ON CERTAIN TERMS.                       |       |
| SECTION 10.05.                   | RELEASES FOLLOWING  SALE OF ASSETS.                                        |       |
|                                  | ** **                                                                 | ** ** |
| **ARTICLE 11.  MISCELLANEOUS**   | ** **                                                                 |
| ** **                            |                                                                       | ** ** |
| SECTION 11.01.                   | TRUST INDENTURE ACT  CONTROLS.                                             |       |
| SECTION 11.02.                   | NOTICES.                                                                   |       |
| SECTION 11.03.                   | COMMUNICATION BY  HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.            |       |
| SECTION 11.04.                   | CERTIFICATE AND  OPINION AS TO CONDITIONS PRECEDENT.                       |       |
| SECTION 11.05.                   | STATEMENTS REQUIRED  IN CERTIFICATE OR OPINION.                            |       |
| SECTION 11.06.                   | RULES BY TRUSTEE AND  AGENTS.                                              |       |
| SECTION 11.07.                   | NO PERSONAL  LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS. |       |
| SECTION 11.08.                   | GOVERNING LAW.                                                             |       |
| SECTION 11.09.                   | NO ADVERSE  INTERPRETATION OF OTHER AGREEMENTS.                            |       |
| SECTION 11.10.                   | SUCCESSORS.                                                                |       |
| SECTION 11.11.                   | SEVERABILITY.                                                              |       |
| SECTION 11.12.                   | COUNTERPART  ORIGINALS.                                                    |       |
| SECTION 11.13.                   | TABLE OF CONTENTS,  HEADINGS, ETC.                                         |       |

 
| EXHIBITS    |                                                                |   |
|-------------|---------------------------------------------------------------------|--------|
| EXHIBIT  A: | FORM  OF NOTE                                                       |   |
| EXHIBIT B:  | FORM OF CERTIFICATE OF  TRANSFER                                    |   |
| EXHIBIT C:  | FORM OF CERTIFICATE OF  EXCHANGE                                    |   |
| EXHIBIT D:  | FORM OF CERTIFICATE OF  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR |   |
| EXHIBIT E:  | FORM OF SUPPLEMENTAL  INDENTURE                                     |   |

 

iii

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INDENTURE dated asof July 23, 2004, by and among DeCrane Aircraft Holdings, Inc., a DelawareCorporation (the “*Issuer*”), each of the Guarantorsparty hereto and U.S. Bank National Association, as trustee (the “*Trustee*”).

 

The Issuer, theGuarantors and the Trustee agree as follows for the benefit of each other andfor the equal and ratable benefit of the Holders of the Issuer’s 17%Senior Discount Notesdue 2008 (together with the any Additional Notes, the “*Notes*”).

 

# ARTICLE 1.

# DEFINITIONS AND INCORPORATION BYREFERENCE

#  

## *SECTION 1.01*.    DEFINITIONS.

## * *

“*144A Global Note*” means the form of the Notes initially soldto QIBs.

 

“*Accounts Receivable Subsidiary*” means an UnrestrictedSubsidiary of the Issuer to which the Issuer or any of its RestrictedSubsidiaries sells any of its accounts receivable pursuant to a ReceivablesFacility.

 

“*Accreted Value*” means in respect of the Notes, as of anydate (the “*Specified Date*”), the amount providedbelow for each $1,000 principal amount at maturity of Notes:

 

(1)               if the Specified Date occurs on one ofthe following dates (each, a “*Semi-Annual Accrual Date*’’),the Accreted Value will equal the amount set forth below for such Semi-AnnualAccrual Date:

 
| **Semi-Annual  Accrual Date** | ** ** | **Accreted Value** | ** ** |
|-------------------------------|------------|--------------------|------------|
| September 30, 2004       |       | $                  | 520.67     |   |
| March 30, 2005           |       | $                  | 564.93     |   |
| September 30, 2005       |       | $                  | 612.95     |   |
| March 30, 2006           |       | $                  | 665.05     |   |
| September 30, 2006       |       | $                  | 721.57     |   |
| March 30, 2007           |       | $                  | 782.91     |   |
| September 30, 2007       |       | $                  | 849.46     |   |
| March 30, 2008           |       | $                  | 921.66     |   |
| September 30, 2008       |       | $                  | 1,000      |   |

 

(2)               if the Specified Date occurs before thefirst Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A)the original issue price of a Note of $504.70 per $1,000 principal amount atmaturity and (B) an amount equal to the product of (x) the Accreted Value forthe first Semi-Annual Accrual Date less such original issue price multiplied by(y) a fraction, the numerator of which is the number of days from the IssueDate to the Specified Date, using a 360-day year of twelve 30-day months, andthe denominator of which is the number of days elapsed from the Issue Date tothe first Semi-Annual Accrual Date, using a 360-day year of twelve 30-daymonths; or

 

(3)               if the Specified Date occurs between twoSemi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) theAccreted Value for the Semi-Annual Accrual Date immediately

 

1

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preceding such Specified Date and (B) an amount equal to the product of(x) the Accreted Value for the immediately following Semi-Annual Accrual Dateless the Accreted Value for the immediately preceding Semi-Annual Accrual Datemultiplied by (y) a fraction, the numerator of which is the number of days fromthe immediately preceding Semi-Annual Accrual Date to the Specified Date, usinga 360-day year of twelve 30-day months, and the denominator of which is 180.

 

“*Acquired Indebtedness*” means, with respect to any specifiedPerson, (a) Indebtedness of any other Person existing at the time such otherPerson is merged with or into or became a Subsidiary of such specified Person,including, without limitation, Indebtedness incurred in connection with, or incontemplation of, such other Person merging with or into or becoming aSubsidiary of such specified Person, and (b) Indebtedness secured by a Lienencumbering an asset acquired by such specified Person at the time such assetis acquired by such specified Person.

 

“*Additional Notes*” means additional Notes (other than theInitial Notes) issued under this Indenture in accordance with Sections 2.02 and4.09 hereof.

 

“*Affiliate*” of any specified Person means any other Personwhich, directly or indirectly, controls, is controlled by or is under direct orindirect common control with, such specified Person. For purposes of thisdefinition, “control,” when used with respect to any Person, means the power todirect 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 theforegoing.

 

“*Agent*” means any Registrar, Paying Agent or co-registrar.

 

“*Applicable Procedures*” means, with respect to any transferor exchange of or for beneficial interests in any Global Note, the rules andprocedures of the Depositary, Euroclear and Cedel that apply to such transferor exchange.

 

“*Asset Sale*” means (a) the sale, lease, conveyance,disposition or other transfer (a “disposition”) of any properties, assets orrights (including, without limitation, by way of a sale and leaseback)(provided that the sale, lease, conveyance or other disposition of all orsubstantially all of the assets of the Issuer and its Subsidiaries taken as awhole will be governed by Sections 4.14 and/or 5.01 and not bySection 4.10), and (b) the issuance, sale or transfer by the Issuer or anyof its Restricted Subsidiaries of Equity Interests of any of the Issuer’sRestricted Subsidiaries, in the case of either clause (a) or (b), whetherin a single transaction or a series of related transactions (i) that havea fair market value in excess of $5.0 million or (ii) for net proceeds in excessof $5.0 million. Notwithstanding the foregoing, the following items shall notbe deemed to be Asset Sales: (a) dispositions in the ordinary course ofbusiness; (b) a disposition of assets by the Issuer to a RestrictedSubsidiary or by a Restricted Subsidiary to the Issuer or to another RestrictedSubsidiary; (c) a disposition of Equity Interests by a RestrictedSubsidiary to the Issuer or to another Restricted Subsidiary; (d) the saleand leaseback of any assets within 90 days of the acquisition thereof; (e) foreclosureson assets; (f) any exchange of like property pursuant to Section 1031of the Internal Revenue Code of 1986, as amended, for use in a PermittedBusiness; (g) any sale of Equity Interests in, or Indebtedness or othersecurities of, an Unrestricted Subsidiary; (h) a Permitted Investment or aRestricted Payment that is permitted by Section 4.07 hereof; and(i) sales of accounts receivable, or participations therein, in connectionwith any Receivables Facility.

 

“*Attributable Indebtedness*” in respect of a sale andleaseback transaction means, at the time of determination, the present value(discounted at the rate of interest implicit in such transaction, determined inaccordance with GAAP) of the obligation of the lessee for net rental paymentsduring the remaining term of the

 

2

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lease included in such sale and leaseback transaction (including anyperiod for which such lease has been extended or may, at the option of thelessor, be extended).

 

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

 

“*Board of Directors*” means the Board of Directors of theIssuer, or any authorized committee of the Board of Directors.

 

“*Bridge Notes*” means the $100.0 million of SeniorSubordinated Increasing Rate Notes issued by DeCrane Finance Co. to DLJ BridgeFinance, Inc.

 

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

 

“*Capital Expenditure Indebtedness*” means Indebtednessincurred by any Person to finance the purchase or construction or any propertyor assets acquired or constructed by such Person which have a useful life ormore than one year so long as (a) the purchase or construction price forsuch property or assets is included in “addition to property, plant or equipment”in accordance with GAAP, (b) the acquisition or construction of suchproperty or assets is not part of any acquisition of a Person or line ofbusiness and (c) such Indebtedness is incurred within 90 days of theacquisition or completion of construction of such property or assets.

 

“*Capital Lease Obligation*” means, at the time anydetermination thereof is to be made, the amount of the liability in respect ofa capital lease that would at such time be required to be capitalized on abalance sheet in accordance with GAAP.

 

“*Capital Stock*” means (a) in the case of a corporation,corporate stock, (b) in the case of an association or business entity, any andall shares, interests, participations, rights or other equivalents (howeverdesignated) of corporate stock, (c) in the case of a partnership or limitedliability company, partnership or membership interests (whether general orlimited) and (d) any other interest or participation that confers on a Personthe right to receive a share of the profits and losses of, or distributions ofassets of, the issuing Person.

 

“*Cash Equivalents*” means (i) Government Securities,(ii) any certificate of deposit maturing not more than 365 days after thedate of acquisition issued by, or demand deposit or time deposit of, anEligible Institution or any lender under the Senior Credit Facility,(iii) commercial paper maturing not more than 365 days after the date ofacquisition of an issuer (other than an Affiliate of the Issuer) with a rating,at the time as of which any investment therein is made, of “A-3” (or higher)according to S&P or “P-2” (or higher) according to Moody’s or carrying anequivalent rating by a nationally recognized rating agency if both of the twonamed rating agencies cease publishing ratings of investments, (iv) anybankers acceptances of money market deposit accounts issued by an EligibleInstitution and (v) any fund investing exclusively in investments of thetypes described in clauses (i) through (iv) above and (vi) in thecase of any Subsidiary organized or having its principal place of businessoutside the United States, investments denominated in the currency of thejurisdiction in which such Subsidiary is organized or has its principal placeof business which are similar to the items specified in clauses(i) through (v) above (including without limitation any deposit withany bank that is a lender to any such Subsidiary).

 

“*Cedel*” means Cedel Bank, société anonyme.

 

3

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“*Change of Control*” means the occurrence of any of thefollowing: (a) the sale, lease, transfer, conveyance or other disposition(other than by way of merger or consolidation), in one or a series of relatedtransactions, of all or substantially all of the assets of the Issuer and its Subsidiaries,taken as a whole, to any “person” or “group” (as such terms are used inSection 13(d) of the Exchange Act), other than the Principals and theirRelated Parties; (b) the adoption of a plan for the liquidation or dissolutionof the Issuer; (c) the consummation of any transaction (including, withoutlimitation, any merger or consolidation) the result of which is that any“person” or “group” (as such terms are used in Section 13(d) of theExchange Act), other than the Principals and their Related Parties, becomes the“beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 underthe Exchange Act), directly or indirectly through one or more intermediaries,of 50% or more of the voting power of the outstanding voting stock of the Issuer;  or (d) the first day on which a majority ofthe members of the board of directors of the Issuer are not Continuing Members.

 

“*Commission*” means the Securities and Exchange Commission.

 

“*Consolidated Cash Flow*” means, with respect to any Personfor any period, the Consolidated Net Income of such Person and its RestrictedSubsidiaries for such period plus, to the extent deducted in computingConsolidated Net Income, (a) an amount equal to any extraordinary ornon-recurring loss plus any net loss realized in connection with an Asset Sale,(b) provision for taxes based on income or profits of such Person and itsRestricted Subsidiaries for such period, (c) Fixed Charges of such Personfor such period, (d) depreciation, amortization (including amortization ofgoodwill and other intangibles) and all other non-cash charges (excluding anysuch non-cash charge to the extent that it represents an accrual of or reservefor cash expenses in any future period or amortization of a prepaid cashexpense that was paid in a prior period), including charges related to non-cashminority interests of such Person and its Restricted Subsidiaries for suchperiod, (e) net periodic post-retirement benefits, (f) other incomeor expense net as set forth on the face of such Person’s statement ofoperations, and (g) any non-capitalized transaction costs incurred inconnection with actual or proposed financings, acquisition or divestitures, ineach case, on a consolidated basis and determined in accordance with GAAP.Notwithstanding the foregoing, the provision for taxes based on the income orprofits of, the Fixed Charges of, and the depreciation and amortization andother non-cash charges of, a Restricted Subsidiary of a Person shall be addedto Consolidated Net Income to compute Consolidated Cash Flow only to the extent(and in the same proportion) that Net Income of such Restricted Subsidiary wasincluded in calculating the Consolidated Net Income of such Person.

 

“*Consolidated Interest Expense*” means, with respect to anyPerson for any period, the sum of, without duplication, (a) the interestexpense of such Person and its Restricted Subsidiaries for such period, on aconsolidated basis, determined in accordance with GAAP (including amortizationof original issue discount, non-cash interest payments, the interest componentof all payments associated with Capital Lease Obligations, imputed interestwith respect to Attributable Indebtedness, commissions, discounts and otherfees and charges incurred in respect of letter of credit or bankers’ acceptancefinancings, and net payments, if any, pursuant to Hedging Obligations; *provided* that in no event shall any amortization of deferredfinancing costs be included in Consolidated Interest Expense); and (b) theconsolidated capitalized interest of such Person and its RestrictedSubsidiaries for such period, whether paid or accrued; *provided*,however, that Receivables Fees shall be deemed not to constitute ConsolidatedInterest Expense. Notwithstanding the foregoing, the Consolidated Interest Expensewith respect to any Restricted Subsidiary that is not a Wholly Owned RestrictedSubsidiary shall be included only to the extent (and in the same proportion)that the net income of such Restricted Subsidiary was included in calculatingConsolidated Net Income.

 

“*Consolidated Net Income*” means, with respect to any Personfor any period, the aggregate of the Net Income of such Person and itsRestricted Subsidiaries for such period, on a consolidated basis, determined inaccordance with GAAP; *provided* that(a) the Net Income (or loss) of any Person that is not a Restricted

 

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Subsidiary or that is accounted for by the equity method of accountingshall be included only to the extent of the amount of dividends ordistributions paid in cash to the referent Person or a Restricted Subsidiarythereof, (b) the Net Income (or loss) of any Restricted Subsidiary otherthan a Subsidiary organized or having its principal place of business outsidethe United States shall be excluded to the extent that the declaration orpayment of dividends or similar distributions by that Restricted Subsidiary ofthat Net Income (or loss) is not at the date of determination permitted withoutany prior governmental approval (that has not been obtained) or, directly orindirectly, by operation of the terms of its charter or any agreement,instrument, judgment, decree, order, statute, rule or governmentalregulation applicable to that Restricted Subsidiary, (c) the Net Income(or loss) of any Person acquired in a pooling of interests transaction for anyperiod prior to the date of such acquisition shall be excluded and (d) thecumulative effect of a change in accounting principles shall be excluded.

 

“*Continuing Members*” means, as of any date of determination,any member of the board of directors of the Issuer who (a) was a member of suchboard of directors immediately after consummation of the acquisition of theIssuer by Holdings in 1998 or (b) was nominated for election or elected to suchboard of directors with the approval of, or whose election to the board ofdirectors was ratified by, at least a majority of the Continuing Members whowere members of such board of directors at the time of such nomination orelection or any successor Continuing Members appointed by such ContinuingMembers (or their successors).

 

“*Corporate Trust Office of the Trustee*” shall be at theaddress of the Trustee specified in Section 11.02 hereof or such otheraddress as to which the Trustee may give notice to the Issuer.

 

“*Credit Facilities*” means, with respect to the Issuer and itsRestricted Subsidiaries, one or more debt facilities (including the SeniorCredit Facility and Second Lien Credit Facility), commercial paper facilities,note purchase agreements or indentures providing for revolving credit loans,term loans, notes, or other financing or letters of credit, or other creditfacilities, in each case as amended, modified, renewed, refunded, replaced orrefinanced from time to time.

 

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

 

“*Default*” means any event that is or with the passage of timeor the giving of notice or both would be an Event of Default.

 

“*Definitive Note*” means a certificated Note registered in thename of the Holder thereof and issued in accordance with Section 2.06hereof, in the form of Exhibit A-1 hereto except that such Note shall not bearthe Global Note Legend and shall not have the “Schedule of Exchanges ofInterests in the Global Note” attached thereto.

 

“*Depositary*” means The Depository Trust Company.

 

“*Designated Noncash Consideration*”**meansthe fair market value of non-cash consideration received by the Issuer or oneof its Restricted Subsidiaries in connection with an Asset Sale that is sodesignated as Designated Noncash Consideration pursuant to an Officers’Certificate, setting forth the basis of such valuation, executed by theprincipal executive officer and the principal financial officer of the Issuer,less the amount of cash or Cash Equivalents received in connection with a saleof such Designated Noncash Consideration.

 

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“*Disqualified Stock*” means any Capital Stock that, by itsterms (or by the terms of any security into which it is convertible, or forwhich it is exchangeable), or upon the happening of any event (other than anyevent solely within the control of the issuer thereof), matures or ismandatorily redeemable, pursuant to a sinking fund obligation or otherwise, isexchangeable for Indebtedness (except to the extent exchangeable at the optionof such Person subject to the terms of any debt instrument to which such Personis a party) or redeemable at the option of the Holder thereof, in whole or inpart, on or prior to the date on which the Notes mature; provided that anyCapital Stock that would constitute Disqualified Stock solely because theholders thereof have the right to require the Issuer to repurchase such CapitalStock upon the occurrence of a Change of Control or an Asset Sale shall notconstitute Disqualified Stock if the terms of such Capital Stock provide thatthe Issuer may not repurchase or redeem any such Capital Stock pursuant to suchprovisions unless such repurchase or redemption complies with Section 4.07hereof; and provided further that, if such Capital Stock is issued to any planfor the benefit of employees of the Issuer or its Subsidiaries or by any suchplan to such employees, such Capital Stock shall not constitute Disqualified Stocksolely because it may be required to be repurchased by the Issuer in order tosatisfy applicable statutory or regulatory obligations.

 

“*DLJMB*” means DLJ Merchant Banking Partners II, L.P. and itsAffiliates.

 

“*Domestic Subsidiary*” means a Subsidiary that is organizedunder the laws of the United States or any State, district or territory thereofother than Audio International Sales, Inc., a U.S. Virgin Islands corporation.

 

“*Eligible Institution*” means a commercial banking institutionthat has combined capital and surplus not less than $100.0 million or itsequivalent in foreign currency, whose short-term debt is rated “A-3” or higheraccording to Standard & Poor’s Ratings Group (“S&P”) or “P-2” or higheraccording to Moody’s Investor Services, Inc. (“Moody’s”) or carrying anequivalent rating by a nationally recognized rating agency if both of the twonamed rating agencies cease publishing ratings of investments.

 

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

 

“*Euroclear*” means Morgan Guaranty Trust Company of New York,Brussels office, as operator of the Euroclear system.

 

“*Exchange Act*” means the Securities Exchange Act of 1934, asamended.

 

“*Exchange Notes*” means the Notes issued in the Exchange Offerpursuant to Section 2.06(f) hereof.

 

“*Exchange Offer*” has the meaning set forth in theRegistration Rights Agreement.

 

“*Exchange Offer Registration Statement*” has the meaning setforth in the Registration Rights Agreement.

 

“*Exchanged Senior Subordinated Notes*” means the SeniorSubordinated Notes exchanged for the Notes pursuant to an exchange agreement byand among the Issuer, the Guarantors and the Holders dated July 23, 2004.

 

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“*Existing Indebtedness*” means Indebtedness of the Issuer andits Restricted Subsidiaries (other than Indebtedness under the Senior CreditFacility, the Second Lien Credit Facility the and Senior Subordinated Notes) inexistence on the date of this Indenture, until such amounts are repaid.

 

 “*Fixed Charges*”means, with respect to any Person for any period, the sum, without duplication,of (a) the Consolidated Interest Expense of such Person for such period and (b)all dividend payments on any series of preferred stock of such Person (otherthan dividends payable solely in Equity Interests that are not DisqualifiedStock), in each case, on a consolidated basis and in accordance with GAAP.

 

“*Fixed Charge Coverage Ratio*” means, with respect to anyPerson for any period, the ratio of the Consolidated Cash Flow of such Personfor such period (exclusive of amounts attributable to discontinued operations,as determined in accordance with GAAP, or operations and businesses disposed ofprior to the Calculation Date (as defined)) to the Fixed Charges of such Personfor such period (exclusive of amounts attributable to discontinued operations,as determined in accordance with GAAP, or operations and businesses disposed ofprior to the Calculation Date). In the event that the referent Person or any ofits Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (otherthan revolving credit borrowings) or issues or redeems preferred stock subsequentto the commencement of the period for which the Fixed Charge Coverage Ratio isbeing calculated but prior to the date on which the event for which thecalculation of the Fixed Charge Coverage Ratio is made (the “CalculationDate”), then the Fixed Charge Coverage Ratio shall be calculated giving proforma effect to such incurrence, assumption, guarantee or redemption ofIndebtedness, or such issuance or redemption of preferred stock and the use ofthe proceeds therefrom, as if the same had occurred at the beginning of theapplicable four-quarter reference period. In addition, for purposes of makingthe computation referred to above, acquisitions that have been made by theIssuer or any of its Subsidiaries, including all mergers or consolidations and anyrelated financing transactions, during the four-quarter reference period orsubsequent to such reference period and on or prior to the Calculation Dateshall be deemed to have occurred on the first day of the four-quarter referenceperiod and Consolidated Cash Flow for such reference period shall be calculatedto include the Consolidated Cash Flow of the acquired entities on a pro formabasis after giving effect to cost savings resulting from employee terminations,facilities consolidations and closings, standardization of employee benefitsand compensation practices, consolidation of property, casualty and otherinsurance coverage and policies, standardization of sales and distributionmethods, reductions in taxes other than income taxes and other cost savingsreasonably expected to be realized from such acquisition, as determined in goodfaith by the principal financial officer of the Issuer (regardless of whethersuch cost savings could then be reflected in pro forma financial statementsunder GAAP, Regulation S-X promulgated by the Commission or any otherregulation or policy of the Commission) and without giving effect to clause(c) of the proviso set forth in the definition of Consolidated Net Income.

 

“*Foreign Restricted Subsidiary*” means any RestrictedSubsidiary other than a Domestic Subsidiary.

 

“*GAAP*” means generally accepted accounting principles setforth in the opinions and pronouncements of the Accounting Principles Board ofthe American Institute of Certified Public Accountants and statements andpronouncements of the Financial Accounting Standards Board or in such otherstatements by such other entity as have been approved by a significant segmentof the accounting profession, which are in effect on December 22, 2003.

 

“*Global Notes*” means, individually and collectively, each ofthe Restricted Global Notes and the Unrestricted Global Notes, in the form ofExhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),2.06(d)(ii) or 2.06(f) hereof.

 

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“*Global Note Legend*” means the legend set forth inSection 2.06(g)(ii), which is required to be placed on all Global Notesissued under this Indenture.

 

“*Government Securities*” means direct obligations of, orobligations guaranteed by, the United States of America, and the payment forwhich the United States pledges its full faith and credit.

 

“*GTP*” means Global Technology Partners, LLC and itsAffiliates.

 

“*GTP Investment*” means the sale by Holdings to GTP of itscommon stock, preferred stock or warrants to purchase common stock, thepurchase price of which will be partially financed by the GTP Loan, and thegranting by Holdings to GTP of options to purchase shares of its common stock.

 

“*GTP Loans*” means one or more loans by the Issuer or Holdingsto GTP to finance GTP’s purchase of common stock, preferred stock or warrantsto purchase common stock of Holdings; provided, however, that the aggregateprincipal amount of all such GTP Loans outstanding at any time shall not exceed$2 million.

 

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

 

“*Guarantors*” means (i) each of the Domestic Subsidiaries ofthe Issuer that is a Wholly Owned Restricted Subsidiary on the date of theIndenture and (ii) any other Subsidiary that executes a Note Guarantee inaccordance with the provisions of this Indenture.

 

“*Hedging Obligations*” means, with respect to any Person, theobligations of such Person under (a) interest rate swap agreements, interestrate cap agreements and interest rate collar agreements and (b) otheragreements or arrangements designed to protect such Person against fluctuationsin interest rates and (c) agreements or arrangements designed to protectsuch Person against fluctuations in exchange rates.

 

“*Holder*” means a Person in whose name a Note is registered.

 

“*Holdings*” means DeCrane Holdings, Inc., a Delawarecorporation, the corporate parent of the Issuer, or its successors.

 

“*Indebtedness*” means, with respect to any Person, anyindebtedness of such Person in respect of borrowed money or evidenced by bonds,notes, debentures or similar instruments or letters of credit (or reimbursementagreements in respect thereof) or banker’s acceptances or representing CapitalLease Obligations or the balance deferred and unpaid of the purchase price of anyproperty or representing any Hedging Obligations, except any such balance thatconstitutes an accrued expense or trade payable, if and to the extent any ofthe foregoing Indebtedness (other than letters of credit and HedgingObligations) would appear as a liability upon a balance sheet of such Personprepared in accordance with GAAP, as well as all Indebtedness of others securedby a Lien on any asset of such Person (whether or not such Indebtedness isassumed by such Person) and, to the extent not otherwise included, theguarantee by such Person of any Indebtedness of any other Person, *provided* that Indebtedness shall not include the pledge bythe Issuer of the Capital Stock of an Unrestricted Subsidiary of the Issuer tosecure Non-Recourse Debt of such Unrestricted Subsidiary. The amount of anyIndebtedness outstanding as of any date shall be (a) the accreted valuethereof (together with any interest thereon that is more than 30 days pastdue), in the case of any Indebtedness that does not require current payments ofinterest, and (b) the principal amount thereof, in the case of any other

 

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Indebtedness; *provided* thatthe principal amount of any Indebtedness that is denominated in any currencyother than United States dollars shall be the amount thereof, as determinedpursuant to the foregoing provision, converted into United States dollars atthe Spot Rate in effect on the date that such Indebtedness was incurred (or, ifsuch indebtedness was incurred prior to the date of the Indenture, the SpotRate in effect on the date of this Indenture).

 

“*Indenture*” means this Indenture, as amended or supplementedfrom time to time.

 

“*Indirect Participant*” means a Person who holds a beneficialinterest in a Global Note through a Participant.

 

“*Institutional Accredited Investor*” means an institution thatis an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) underthe Securities Act, who are not also QIBs.

 

“*Investments*” means, with respect to any Person, allinvestments by such Person in other Persons (including Affiliates) in the formsof direct or indirect loans (including guarantees by the referent Person of,and Liens on any assets of the referent Person securing, Indebtedness or otherobligations of other Persons), advances or capital contributions (excludingcommission, travel and similar advances to officers and employees made in theordinary course of business), purchases or other acquisitions for considerationof Indebtedness, Equity Interests or other securities, together with all itemsthat are or would be classified as investments on a balance sheet prepared inaccordance with GAAP, *provided* thatan investment by the Issuer for consideration consisting of common equitysecurities of the Issuer shall not be deemed to be an Investment. If the Issueror any Restricted Subsidiary of the Issuer sells or otherwise disposes of anyEquity Interests of any direct or indirect Restricted Subsidiary of the Issuersuch that, after giving effect to any such sale or disposition, such Person isno longer a Subsidiary of the Issuer, the Issuer shall be deemed to have madean Investment on the date of any such sale or disposition equal to the fairmarket value of the Equity Interests of such Restricted Subsidiary not sold ordisposed of in an amount determined as provided in the final paragraph ofSection 4.07 hereof.

 

“*Legal Holiday*” means a Saturday, a Sunday or a day on whichbanking institutions in the City of New York or the city in which the principalcorporate trust office of the Trustee is located, or at a place of payment, areauthorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at aplace of payment, payment may be made at that place on the next succeeding daythat is not a Legal Holiday, and no interest shall accrue on such payment forthe intervening period.

 

“*Letter of Transmittal*” means the letter of transmittal to beprepared by the Issuer and sent to all Holders of the Notes for use by suchHolders in connection with the Exchange Offer.

 

“*Lien*” means, with respect to any asset, any mortgage, lien,pledge, charge, security interest or encumbrance of any kind in respect of suchasset, whether or not filed, recorded or otherwise perfected under applicablelaw (including any conditional sale or other title retention agreement, anylease in the nature thereof, any option or other agreement to sell or give asecurity interest in and any filing of or agreement to give any financingstatement under the Uniform Commercial Code (or equivalent statutes) of anyjurisdiction).

 

“*Management Loans*” means one or more loans by the Issuer orHoldings to officers and/or directors of the Issuer and any of its RestrictedSubsidiaries to finance the purchase by such officers and directors of commonstock of Holdings; *provided*,however, that the aggregate principal amount of all such Management Loansoutstanding at any time shall not exceed $5.0 million.

 

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“*Net Income*” means, with respect to any Person, the netincome (loss) of such Person, determined in accordance with GAAP and before anyreduction in respect of preferred stock dividends, excluding, however,(a) any gain (or loss), together with any related provision for taxes onsuch gain (or loss), realized in connection with (i) any Asset Sale(including, without limitation, dispositions pursuant to sale and leasebacktransactions) or (ii) the extinguishment of any Indebtedness of suchPerson or any of its Restricted Subsidiaries and (b) any extraordinary ornonrecurring gain (or loss), together with any related provision for taxes onsuch extraordinary or nonrecurring gain (or loss).

 

“*Net Proceeds*” means the aggregate cash proceeds received bythe Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale(including, without limitation, any cash received upon the sale or otherdisposition of any non-cash consideration received in any Asset Sale), net of,without duplication, (a) the direct costs relating to such Asset Sale(including, without limitation, legal, accounting and investment banking fees,and sales commissions, recording fees, title transfer fees and appraiser feesand cost of preparation of assets for sale) and any relocation expensesincurred as a result thereof, (b) taxes paid or payable as a resultthereof (after taking into account any available tax credits or deductions andany tax sharing arrangements), (c) amounts required to be applied to therepayment of Indebtedness (other than revolving credit Indebtedness incurredpursuant to the Senior Credit Facility) secured by a Lien on the asset orassets that were the subject of such Asset Sale and (d) any reserveestablished in accordance with GAAP or any amount placed in escrow, in either casefor adjustment in respect of the sale price of such asset or assets until suchtime as such reserve is reversed or such escrow arrangement is terminated, inwhich case Net Proceeds shall include only the amount of the reserve soreversed or the amount returned to the Issuer or its Restricted Subsidiariesfrom such escrow arrangement, as the case may be.

 

“*Non-Recourse Debt*” means Indebtedness (i) no defaultwith respect to which (including any rights that the holders thereof may haveto take enforcement action against an Unrestricted Subsidiary) would permit(upon notice, lapse of time or both) any holder of any other Indebtedness ofthe Issuer or any of its Restricted Subsidiaries to declare a default on suchother Indebtedness or cause the payment thereof to be accelerated or payableprior to its stated maturity; and (ii) as to which the lenders have beennotified in writing that they will not have any recourse to the stock (otherthan the stock of an Unrestricted Subsidiary pledged by the Issuer to secure debtof such Unrestricted Subsidiary) or assets of the Issuer or any of itsRestricted Subsidiaries; *provided* thatin no event shall Indebtedness of any Unrestricted Subsidiary fail to beNon-Recourse Debt solely as a result of any default provisions contained in aguarantee thereof by the Issuer or any of its Restricted Subsidiaries if theIssuer or such Restricted Subsidiary was otherwise permitted to incur suchguarantee pursuant to this Indenture.

 

“*Non-U.S. Person*” means a Person who is not a U.S. Person.

 

“*Note Custodian*” means the Trustee, as custodian with respectto the Notes in global form, or any successor entity thereto.

 

“*Note Guarantee*” means the Guarantee by each Guarantor of theIssuer’s payment obligations under this Indenture and the Notes, including anysubsequent Guarantees executed pursuant to the provisions of this Indenture.

 

“*Notes*” has the meaning assigned to it in the preamble tothis Indenture.

 

“*Obligations*”**means anyprincipal, interest, penalties, fees, indemnifications, reimbursements, damagesand other liabilities payable under the documentation governing anyIndebtedness.

 

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“*Offering*” means the offering of the Notes by the Issuer.

 

“*Officer*” means, with respect to any Person, the Chairman ofthe Board, the Chief Executive Officer, the President, the Chief OperatingOfficer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,the Controller, the Secretary or any Vice-President of such Person.

 

“*Officers’ Certificate*” means a certificate signed on behalfof the Issuer by two Officers of the Issuer, one of whom must be the principalexecutive officer, the principal financial officer, the treasurer or theprincipal accounting officer of the Issuer, that meets the requirements ofSections 11.04 and 11.05 hereof.

 

“*Opinion of Counsel*” means an opinion from legal counsel whois reasonably acceptable to the Trustee, that meets the requirements ofSections 11.04 and 11.05 hereof.  Thecounsel may be an employee of or counsel to the Issuer, any Subsidiary of theIssuer or the Trustee.

 

“*Pari Passu Indebtedness*” means Indebtedness of the Issuerthat ranks *pari passu* in right of payment to theNotes.

 

“*Participant*” means, with respect to the Depositary,Euroclear or Cedel, a Person who has an account with the Depositary, Euroclearor Cedel, respectively (and, with respect to The Depository Trust Company,shall include Euroclear and Cedel).

 

“*Permitted Business*” means the avionics manufacturingindustry and any business in which the Issuer and its Restricted Subsidiariesare engaged on the date of this Indenture or any business reasonably related,incidental or ancillary thereto.

 

“*Permitted Investments*” means (a) any Investment in theIssuer or in a Restricted Subsidiary of the Issuer, (b) any Investment incash or Cash Equivalents, (c) any Investment by the Issuer or anyRestricted Subsidiary of the Issuer in a Person, if as a result of suchInvestment (i) such Person becomes a Restricted Subsidiary of the Issueror (ii) such Person is merged, consolidated or amalgamated with or into,or transfers or conveys substantially all of its assets to, or is liquidatedinto, the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer,(d) any Investment made as a result of the receipt of non-cashconsideration from an Asset Sale that was made pursuant to and in compliancewith Section 4.10 hereof, (e) any Investment acquired solely in exchangefor Equity Interests (other than Disqualified Stock) of the Issuer, (f) anyInvestment in a Person engaged in a Permitted Business (other than anInvestment in an Unrestricted Subsidiary) having an aggregate fair marketvalue, taken together with all other Investments made pursuant to this clause(f) that are at that time outstanding, not to exceed 15% of Total Assetsat the time of such Investment (with the fair market value of each Investmentbeing measured at the time made and without giving effect to subsequent changesin value), (g) Investments relating to any special purpose Wholly Owned Subsidiaryof the Issuer organized in connection with a Receivables Facility that, in thegood faith determination of the board of directors of the Issuer, are necessaryor advisable to effect such Receivables Facility and (h) the ManagementLoans and GTP Loans.

 

“*Permitted Liens*” means: (i) Lienson property of a Person existing at the time such Person is merged into orconsolidated with the Issuer or any Restricted Subsidiary, *provided*that such Liens were not incurred in contemplation of such merger or consolidationand do not secure any property or assets of the Issuer or any RestrictedSubsidiary other than the property or assets subject to the Liens prior to suchmerger or consolidation; (ii) Liens existing on the date of thisIndenture; (iii) Liens securing Indebtedness consisting of CapitalizedLease Obligations, purchase money Indebtedness, mortgage financings, industrialrevenue

 

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bonds or other monetary obligations, in each case incurred solely forthe purpose of financing all or any part of the purchase price or cost ofconstruction or installation of assets used in the business of the Issuer orits Restricted Subsidiaries, or repairs, additions or improvements to suchassets, *provided* that (A) such Liens secureIndebtedness in an amount not in excess of the original purchase price or theoriginal cost of any such assets or repair, additional or improvement thereto(plus an amount equal to the reasonable fees and expenses in connection withthe incurrence of such Indebtedness), (B) such Liens do not extend to anyother assets of the Issuer or its Restricted Subsidiaries (and, in the case ofrepair, addition or improvements to any such assets, such Lien extends only tothe assets (and improvements thereto or thereon) repaired, added to orimproved), (C) the Incurrence of such Indebtedness is permitted bySection 4.09 hereof and (D) such Liens attach within 365 days of suchpurchase, construction, installation, repair, addition or improvement;(iv) Liens to secure any refinancings, renewals, extensions, modificationor replacements permitted under Section 4.09 (collectively, “refinancing”)(or successive refinancings), in whole or in part, of any Indebtedness securedby Liens referred to in the clauses above so long as such Lien does not extendto any other property (other than improvements thereto); (v) Lienssecuring letters of credit and surety bonds entered into in the ordinary courseof business and consistent with past business practice; (vi) Liens on andpledges of the capital stock of any Unrestricted Subsidiary securingNon-Recourse Debt of such Unrestricted Subsidiary; (vii) Liens securingIndebtedness permitted under Section 4.09 (including all Obligations)under the Senior Credit Facility and the Second Lien Credit Facility;(viii) other Liens securing Indebtedness that is permitted by the terms ofthis Indenture to be outstanding having an aggregate principal amount at anyone time outstanding not to exceed $27.5 million; (ix) Liens securingIndebtedness of any Restricted Subsidiary that is not a Guarantor permitted tobe incurred by Section 4.09 (and all Obligations in respect thereof); (x)Liens constituting “Permitted Encumbrances” under the Second Lien CreditFacility as in effect on the date of the Indenture; and (xi) Liens securingHedging Obligations otherwise permitted under the Indenture.

 

“*Permitted Refinancing Indebtedness*” means any Indebtednessof the Issuer or any of its Restricted Subsidiaries issued within 60 days afterrepayment of, in exchange for, or the net proceeds of which are used to extend,refinance, renew, replace, defease or refund other Indebtedness of the Issueror any of its Restricted Subsidiaries; *provided* that(a) the principal amount (or accreted value, if applicable) of suchPermitted Refinancing Indebtedness does not exceed the principal amount of (oraccreted value, if applicable), plus premium, if any, and accrued interest onthe Indebtedness so extended, refinanced, renewed, replaced, defeased orrefunded (plus the amount of reasonable expenses incurred in connectiontherewith), (b) such Permitted Refinancing Indebtedness has a finalmaturity date no earlier than the final maturity date of, and has a WeightedAverage Life to Maturity equal to or greater than the Weighted Average Life toMaturity of, the Indebtedness being extended, refinanced, renewed, replaced,defeased or refunded, and (c) if the Indebtedness being extended,refinanced, renewed, replaced, defeased or refunded is subordinated in right ofpayment to the Notes, such Permitted Refinancing Indebtedness is subordinatedin right of payment to the Notes on terms at least as favorable, taken as awhole, to the Holders of Notes as those contained in the documentationgoverning the Indebtedness being extended, refinanced, renewed, replaced,defeased or refunded.

 

“*Person*” means any individual, corporation, partnership,limited liability company, joint venture, association, joint-stock company,trust, unincorporated organization or government or agency or politicalsubdivision thereof (including any subdivision or ongoing business of any suchentity or substantially all of the assets of any such entity, subdivision orbusiness).

 

“*Principals*” means DLJMB.

 

“*Private Placement Legend*” means the legend set forth inSection 2.06(g)(i) to be placed on all Notes issued under this Indentureexcept where otherwise permitted by the provisions of this Indenture.

 

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“*Public Equity Offering*” means any issuance of common stockby the Issuer (other than to Holdings and other than Disqualified Stock) orcommon stock or preferred stock by Holdings (other than Disqualified Stock)registered pursuant to the Securities Act, other than issuances registered onForm S-8 and issuances registered on Form S-4, excluding issuances of commonstock pursuant to employee benefit plans of Holdings or the Issuer or otherwiseas compensation to employees of the Issuer or Holdings.

 

“*Qualified Proceeds*” means any of the following or anycombination of the following: (i) cash; (ii) Cash Equivalents; (iii) assetsthat are used or useful in a Permitted Business; and (iv) the Capital Stock ofany Person engaged in a Permitted Business if, in connection with the receiptby the Issuer or any Restricted Subsidiary of the Issuer of such Capital Stock,(A) such Person becomes a Restricted Subsidiary of the Issuer or any RestrictedSubsidiary of the Issuer or (B) such Person is merged, consolidated oramalgamated with or into, or transfers or conveys substantially all of itsassets to, or is liquidated into, the Issuer or any Restricted Subsidiary ofthe Issuer.

 

“*QIB*” means a “qualified institutional buyer” as defined inRule 144A.

 

“*Receivables Facility*” means one or more receivablesfinancing facilities, as amended from time to time, pursuant to which theIssuer or any of its Restricted Subsidiaries sells its accounts receivable toan Accounts Receivable Subsidiary.

 

“*Receivables Fees*” means distributions or payments madedirectly or by means of discounts with respect to any participation interestsissued or sold in connection with, and other fees paid to a Person that is nota Restricted Subsidiary in connection with, any Receivables Facility.

 

“*Registration Rights Agreement*” means the Registration RightsAgreement, dated as of July 23, 2004, by and among the Issuer and theother parties named on the signature pages thereof, as such agreement may beamended, modified or supplemented from time to time, and, with respect to anyAdditional Notes, one or more registration rights agreements between the Issuerand the other parties thereto, as such agreement(s) may be amended, modified orsupplemented from time to time, relating to rights given by the Issuer to thepurchasers of Additional Notes to register such Additional Notes under theSecurities Act.

 

“*Regulation S*” means Regulation S promulgated under theSecurities Act.

 

“*Regulation S Global Note*” means a permanent global Notein the form of Exhibit A-1 hereto bearing the Global Note Legend, and depositedwith or on behalf of and registered in the name of the Depositary or itsnominee, issued in a denomination equal to the outstanding principal amount atmaturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

 

“*Related Party*” means, with respect to any Principal, (i) anycontrolling stockholder or partner of such Principal on the date of thisIndenture, or (ii) any trust, corporation, partnership or other entity, thebeneficiaries, stockholders, partners, owners or Persons beneficially holding(directly or through one or more Subsidiaries) a 51% or more controllinginterest of which consist of the Principals and/or such other Persons referredto in the immediately preceding clauses (i) or (ii).

 

“*Responsible Officer,*” when used with respect to the Trustee,means any officer within the Corporate Trust Administration of the Trustee (orany successor group of the Trustee) or any other officer of the Trusteecustomarily performing functions similar to those performed by any of the abovedesignated officers and also means, with respect to a particular corporatetrust matter, any other officer to whom such matter is referred because of hisknowledge of and familiarity with the particular subject.

 

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“*Restricted Definitive Note*” means a Definitive Note bearingthe Private Placement Legend.

 

“*Restricted Global Note*” means a Global Note bearing thePrivate Placement Legend.

 

“*Restricted Investment*” means an Investment other than aPermitted Investment.

 

“*Restricted Period*” means the 40-day distribution complianceperiod as defined in Regulation S.

 

“*Restricted Subsidiary*” of a Person means any Subsidiary ofthe referent Person that is not an Unrestricted Subsidiary.

 

“*Rule 144*” means Rule 144 promulgated under the SecuritiesAct.

 

“*Rule 144A*” means Rule 144A promulgated under the SecuritiesAct.

 

“*Rule 903*” means Rule 903 promulgated under the SecuritiesAct.

 

“*Rule 904*” means Rule 904 promulgated the Securities Act.

 

“*Second Lien Credit Facility*” means that certain CreditAgreement, dated as of December 22, 2003 among the Issuer, variousfinancial institutions party thereto, and Credit Suisse First Boston, asadministrative agent, including any related notes, guarantees, collateraldocuments, instruments and agreements executed in connection therewith, and, ineach case, as amended, modified, renewed, refunded, replaced or refinanced fromtime to time, including any agreement (i) extending or shortening the maturityof any Indebtedness incurred thereunder or contemplated thereby, (ii) adding ordeleting borrowers or guarantors thereunder, (iii) increasing the amount ofIndebtedness incurred thereunder or available to be borrowed thereunder,provided that on the date such Indebtedness is incurred it would not beprohibited by Section 4.09 hereof or (iv) otherwise altering the terms andconditions thereof.

 

“*Securities Act*” means the Securities Act of 1933, asamended.

 

“*Senior Credit Facility*” means that certain Third Amended andRestated Credit Agreement, dated as of May 11, 2000 among the Issuer, variousfinancial institutions party thereto, DLJ Capital Funding, Inc., as syndicationagent, and Bank One, N.A., as administrative agent, including any relatednotes, guarantees, collateral documents, instruments and agreements executed inconnection therewith, and, in each case, as amended, modified, renewed,refunded, replaced or refinanced from time to time, including any agreement(i) extending or shortening the maturity of any Indebtedness incurredthereunder or contemplated thereby, (ii) adding or deleting borrowers orguarantors thereunder, (iii) increasing the amount of Indebtednessincurred thereunder or available to be borrowed thereunder, *provided* that on the date such Indebtedness is incurred itwould not be prohibited by Section 4.09 hereof or (iv) otherwise alteringthe terms and conditions thereof.

 

“*Senior Subordinated Notes*” means the 12% Senior SubordinatedNotes issued pursuant to the Indenture dated as of October 5, 1998 by andamong the Issuer, certain guarantors named therein and U.S. Bank NationalAssociation, as successor trustee to State Street Bank and Trust Company.

 

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

 

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“*Significant Subsidiary*” means any Subsidiary that would be a“significant subsidiary” as defined in Article 1, Rule 1-02 of RegulationS-X, promulgated pursuant to the Securities Act, as such Regulation is in effecton the date hereof.

 

“*Spot Rate*” means, for any currency, the spot rate at whichsuch currency is offered for sale against United States dollars as determinedby reference to the New York foreign exchange selling rates, as published inThe Wall Street Journal on such date of determination for the immediatelypreceding business day or, if such rate is not available, as determined in anypublicly available source of similar market data.

 

“*Stated Maturity*” means, with respect to any installment ofinterest or principal on any series of Indebtedness, the date on which suchpayment of interest or principal was scheduled to be paid in the originaldocumentation governing such Indebtedness, and shall not include any contingentobligations to repay, redeem or repurchase any such interest or principal priorto the date originally scheduled for the payment thereof.

 

“*Subsidiary*” means, with respect to any Person, (a) anycorporation, association or other business entity of which more than 50% of thetotal voting power of shares of Capital Stock entitled (without regard to theoccurrence of any contingency) to vote in the election of directors, managersor trustees thereof is at the time owned or controlled, directly or indirectly,by such Person or one or more of the other Subsidiaries of that Person (or acombination thereof) and (b) any partnership or limited liability company(i) the sole general partner or the managing general partner or managingmember of which is such Person or a Subsidiary of such Person or (ii) theonly general partners or managing members of which are such Person or of one ormore Subsidiaries of such Person (or any combination thereof).

 

“*Tax Sharing Agreement*” means any tax sharing agreement orarrangement between the Issuer and Holdings, as the same may be amended fromtime to time; *provided* that in no event shallthe amount permitted to be paid pursuant to all such agreements and/orarrangements exceed the amount the Issuer would be required to pay for incometaxes were it to file a consolidated tax return for itself and its consolidatedRestricted Subsidiaries as if it were a corporation that was a parent of aconsolidated group.

 

“*TIA*” means the Trust Indenture Act of 1939 (15 U.S.C.§§ 77aaa-77bbbb) as in effect on the date on which this Indenture isqualified under the TIA.

 

“*Total Assets*” means the total consolidated assets of theIssuer and its Restricted Subsidiaries, as shown on the most recent balancesheet (excluding the footnotes thereto) of the Issuer prepared in accordance withGAAP.

 

“*Trustee*” means the party named as such above until asuccessor replaces it in accordance with the applicable provisions of thisIndenture and thereafter means the successor serving hereunder.

 

“*Unrestricted Global Note*” means a permanent global Note inthe form of Exhibit A-1 attached hereto that bears the Global Note Legend andthat has the “Schedule of Exchanges of Interests in the Global Note”attached thereto, and that is deposited with or on behalf of and registered inthe name of the Depositary, representing a series of Notes that do not bear thePrivate Placement Legend.

 

“*Unrestricted Definitive Note*” means one or more DefinitiveNotes that do not bear and are not required to bear the Private PlacementLegend.

 

“*Unrestricted Subsidiary*” means any Subsidiary that isdesignated by the board of directors as an Unrestricted Subsidiary pursuant toa board resolution, but only to the extent that such Subsidiary: (a) hasno

 

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Indebtedness other than Non-Recourse Debt; (b) is not party to anyagreement, contract, arrangement or understanding with the Issuer or anyRestricted Subsidiary of the Issuer unless the terms of any such agreement,contract, arrangement or understanding are no less favorable to the Issuer orsuch Restricted Subsidiary than those that might be obtained at the time fromPersons who are not Affiliates of the Issuer; (c) is a Person with respect towhich neither the Issuer nor any of its Restricted Subsidiaries has any director indirect obligation (i) to subscribe for additional Equity Interests(other than Investments described in clause (g) of the definition ofPermitted Investments) or (ii) to maintain or preserve such Person’sfinancial condition or to cause such Person to achieve any specified levels, ofoperating results; and (d) has not guaranteed or otherwise directly orindirectly provided credit support for any Indebtedness of the Issuer or any ofits Restricted Subsidiaries. Any such designation by the board of directorsshall be evidenced to the Trustee by filing with the Trustee a certified copyof the board resolution giving effect to such designation and an Officers’Certificate certifying that such designation complied with the foregoingconditions and was permitted by Section 4.07 hereof. If, at any time, anyUnrestricted Subsidiary would fail to meet the foregoing requirements as anUnrestricted Subsidiary, it shall thereafter cease to be an UnrestrictedSubsidiary for purposes of this Indenture and any Indebtedness of suchSubsidiary shall be deemed to be incurred by a Restricted Subsidiary of theIssuer as of such date (and, if such Indebtedness is not permitted to beincurred as of such date under Section 4.09 hereof, the Issuer shall be indefault of such covenant). The board of directors of the Issuer may at any timedesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; *provided* that such designation shall be deemed to be anincurrence of Indebtedness by a Restricted Subsidiary of the Issuer of anyoutstanding Indebtedness of such Unrestricted Subsidiary and such designationshall only be permitted if (i) such Indebtedness is permitted underSection 4.09 hereof and (ii) no Default or Event of Default would bein existence following such designation.

 

“*U.S. Person*” means (i) any individual resident in theUnited States, (ii) any partnership or corporation organized orincorporated under the laws of the United States, (iii) any estate ofwhich an executor or administrator is a U.S. Person (other than an estategoverned by foreign law and of which at least one executor or administrator isa non-U.S. Person who has sole or shared investment discretion with respect toits assets), (iv) any trust of which any trustee is a U.S. Person (otherthan a trust of which at least one trustee is a non-U.S. Person who has sole orshared investment discretion with respect to its assets and no beneficiary ofthe trust (and no settler, if the trust is revocable) is a U.S. Person),(v) any agency or branch of a foreign entity located in the United States,(vi) any non-discretionary or similar account (other than an estate ortrust) held by a dealer or other fiduciary for the benefit or account of a U.S.Person, (vii) any discretionary or similar account (other than an estateor trust) held by a dealer or other fiduciary organized, incorporated or (if anindividual) resident in the United States (other than such an account held forthe benefit or account of a non-U.S. Person), (viii) any partnership orcorporation organized or incorporated under the laws of a foreign jurisdictionand formed by a U.S. person principally for the purpose of investing insecurities not registered under the Securities Act (unless it is organized orincorporated and owned, by “accredited investors” within the meaning of Rule501(a) under the Securities Act who are not natural persons, estates ortrusts); provided that the term “U.S. Person” shall not include (A) a branch oragency of a U.S. Person that is located and operating outside the United Statesfor valid business purposes as a locally regulated branch or agency engaged inthe banking or insurance business, (B) any employee benefit planestablished and administered in accordance with the law, customary practicesand documentation of a foreign country and (C) the internationalorganizations set forth in Section 902(o)(7) of Regulation S underthe Securities Act and any other similar international organizations, and theiragencies, affiliates and pension plans.

 

“*Weighted Average Life to Maturity*” means, when applied toany Indebtedness at any date, the number of years obtained by dividing (a) thesum of the products obtained by multiplying (i) the amount of each thenremaining installment, sinking fund, serial maturity or other required paymentsof principal, including payment at final maturity, in respect thereof, by (ii)the number of years (calculated to the nearest one-twelfth)

 

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that will elapse between such date and the making of such payment, by(b) the then outstanding principal amount of such Indebtedness.

 

“*Wholly Owned Subsidiary*” of any Person means a Subsidiary ofsuch Person all of the outstanding Capital Stock or other ownership interestsof which (other than directors’ qualifying shares) shall at the time be ownedby such Person or by one or more Wholly Owned Subsidiaries of such Person.

 

“*Wholly Owned Restricted Subsidiary*” of any Person means aRestricted Subsidiary of such Person all the outstanding Capital Stock or otherownership interests of which (other than directors’ qualifying shares) shall atthe time be owned by such Person or by one or more Wholly Owned RestrictedSubsidiaries of such Person or by such Person and one or more Wholly OwnedRestricted Subsidiaries of such Person.

 

## *SECTION 1.02*.    OTHERDEFINITIONS.

## * *

| **Term**                                   | ** ** | **Defined in  Section** | ** ** |
|--------------------------------------------|------------|-------------------------|------------|
|                                       |       |                    |       |
| “Affiliate Transaction”          |       | 4.11                    |       |
| “Asset Sale”                     |       | 4.10                    |       |
| “Asset Sale Offer”               |       | 3.09                    |       |
| “Authentication Order”           |       | 2.02                    |       |
| “Bankruptcy Law”                 |       | 4.01                    |       |
| “Change of Control Offer”        |       | 4.14                    |       |
| “Change of Control Payment”      |       | 4.14                    |       |
| “Change of Control Payment Date” |       | 4.14                    |       |
| “Covenant Defeasance”            |       | 8.03                    |       |
| “Event of Default”               |       | 6.01                    |       |
| “Excess Proceeds”                |       | 4.10                    |       |
| “incur”                          |       | 4.09                    |       |
| “Legal Defeasance”               |       | 8.02                    |       |
| “Offer Amount”                   |       | 3.09                    |       |
| “Offer Period”                   |       | 3.09                    |       |
| “Paying Agent”                   |       | 2.03                    |       |
| “Permitted Indebtedness”         |       | 4.09                    |       |
| “Purchase Date”                  |       | 3.09                    |       |
| “Registrar”                      |       | 2.03                    |       |
| “Restricted Payments”            |       | 4.07                    |       |

 

## *SECTION 1.03*.    INCORPORATIONOF TIA PROVISIONS.

## * *

Whenever thisIndenture refers to a provision of the TIA, the provision is incorporated byreference in and made a part of this Indenture.

 

The following TIAterms used in this Indenture have the following meanings:

 

“*indenture securities*” means the Notes;

 

“*indenture security Holder*” means a Holder of a Note;

 

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“*indenture to be qualified*” means this Indenture;

 

“*indenture trustee*” or “*institutional trustee*”means the Trustee; and

 

“*obligor*” on the Notes and the Note Guarantees means theIssuer and the Guarantors, respectively, and any successor obligor upon theNotes and the Note Guarantees, respectively.

 

All other termsused in this Indenture that are defined by the TIA, defined by TIA reference toanother statute or defined by Commission rule under the TIA have the meaningsso assigned to them.

 

## *SECTION 1.04*.    RULES OFCONSTRUCTION.

## * *

Unless the contextotherwise requires:

 

###### (1)     aterm has the meaning assigned to it;

######  

###### (2)     anaccounting term not otherwise defined has the meaning assigned to it inaccordance with GAAP;

######  

###### (3)     “or”is not exclusive;

######  

###### (4)     wordsin the singular include the plural, and in the plural include the singular;

######  

###### (5)     provisionsapply to successive events and transactions; and

######  

###### (6)     referencesto sections of or rules under the Securities Act shall be deemed to includesubstitute, replacement of successor sections or rules adopted by theCommission from time to time.

######  

# ARTICLE 2.

# THE NOTES

#  

## *SECTION 2.01*.    FORM ANDDATING.

## * *

### (a)         *General*. The Notes and the Trustee’s certificate of authentication shall besubstantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law,stock exchange rule or usage.  Each Noteshall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiplesthereof.

###  

The terms andprovisions contained in the Notes shall constitute, and are hereby expresslymade, a part of this Indenture and the Issuer, the Guarantors and the Trustee,by their execution and delivery of this Indenture, expressly agree to suchterms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with theexpress provisions of this Indenture, the provisions of this Indenture shallgovern and be controlling.

 

(b)           *Global Notes*.  Notes issued in global form shall besubstantially in the form of Exhibit A-1 attached hereto (including the GlobalNote Legend thereon and the “Schedule of Exchanges of Interests in theGlobal Note” attached thereto).  Notesissued in definitive form shall be substantially in the form of Exhibit A-1attached hereto (but without the Global Note Legend thereon and without the“Schedule of

 

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Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of theoutstanding Notes as shall be specified therein and each shall provide that itshall represent the aggregate principal amount of outstanding Notes from timeto time endorsed thereon and that the aggregate principal amount of outstandingNotes represented thereby may from time to time be reduced or increased, asappropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflectthe amount of any increase or decrease in the aggregate principal amount ofoutstanding Notes represented thereby shall be made by the Trustee or the NoteCustodian, at the direction of the Trustee, in accordance with instructionsgiven by the Holder thereof as required by Section 2.06 hereof.

 

(c)**          ***Euroclear and Cedel ProceduresApplicable*.  The provisions of the “Operating Proceduresof the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”and the “General Terms and Conditions of Cedel Bank” and “Customer Handbook” ofCedel Bank shall be applicable to transfers of beneficial interests in theRegulation S Global Notes that are held by Participants through Euroclearor Cedel Bank.

 

## *SECTION 2.02*.    EXECUTIONAND AUTHENTICATION.

## * *

One Officer shallsign the Notes for the Issuer by manual or facsimile signature.  The Issuer’s seal may be reproduced on theNotes and may be in facsimile form.

 

If an Officerwhose signature is on a Note no longer holds that office at the time a Note isauthenticated, the Note shall nevertheless be valid.

 

A Note shall notbe valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidencethat the Note has been authenticated under this Indenture.

 

The Trustee shall,upon a written order of the Issuer signed by one Officer (an “*Authentication Order*”), authenticate Notes for originalissue up to the aggregate principal amount at maturity stated in paragraph 4 ofthe Notes.  The aggregate principalamount at maturity of Notes outstanding at any time may not exceed such amount,plus (i) any Additional Notes permitted to be issued pursuant toSection 4.09 hereof and (ii) except as provided in Section 2.07hereof.

 

The Trustee mayappoint an authenticating agent acceptable to the Issuer to authenticateNotes.  An authenticating agent mayauthenticate Notes whenever the Trustee may do so.  Each reference in this Indenture toauthentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rightsas an Agent to deal with Holders or an Affiliate of the Issuer.

 

## *SECTION 2.03*.    REGISTRARAND PAYING AGENT.

## * *

The Issuer shallmaintain an office or agency where Notes may be presented for registration oftransfer or for exchange (“*Registrar*”) andan office or agency where Notes may be presented for payment (“*Paying Agent*”).  TheRegistrar shall keep a register of the Notes and of their transfer andexchange.  The Issuer may appoint one ormore co-registrars and one or more additional paying agents.  The term “Registrar” includes anyco-registrar and the term “Paying Agent” includes any additional payingagent.  The Issuer may change any PayingAgent or Registrar without notice to any Holder.  The Issuer shall notify the Trustee inwriting of the name and address of any Agent not a party to thisIndenture.  If the Issuer fails toappoint or maintain another entity as Registrar or Paying Agent, the Trusteeshall act as such.  The Issuer or any oftheir respective Subsidiaries may act as Paying Agent or Registrar.

 

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The Issuerinitially appoints The Depository Trust Company (“*DTC*”)to act as Depositary with respect to the Global Notes.

 

The Issuerinitially appoints the Trustee to act as the Registrar and Paying Agent and toact as Note Custodian with respect to the Global Notes.

 

## *SECTION 2.04*.    PAYINGAGENT TO HOLD MONEY IN TRUST.

## * *

The Issuer shallrequire each Paying Agent other than the Trustee to agree in writing that thePaying Agent will hold in trust for the benefit of Holders or the Trustee allmoney held by the Paying Agent for the payment of principal or premium, if any,on the Notes, and will notify the Trustee of any default by the Issuer inmaking any such payment.  While any suchdefault continues, the Trustee may require a Paying Agent to pay all money heldby it to the Trustee. The Issuer at any time may require a Paying Agent to payall money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than theIssuer or a Subsidiary) shall have no further liability for the money.  If the Issuer or a Subsidiary acts as PayingAgent, it shall segregate and hold in a separate trust fund for the benefit ofthe Holders all money held by it as Paying Agent. Upon any bankruptcy orreorganization proceedings relating to the Issuer, the Trustee shall serve asPaying Agent for the Notes.

 

## *SECTION 2.05*.    HOLDERLISTS.

## * *

The Trustee shallpreserve in as current a form as is reasonably practicable the most recent listavailable to it of the names and addresses of all Holders and shall otherwisecomply with TIA § 312(a).  If theTrustee is not the Registrar, the Issuer shall furnish to the Trustee at leastseven Business Days before each interest payment date and at such other timesas the Trustee may request in writing, a list in such form and as of such dateas the Trustee may reasonably require of the names and addresses of the Holdersof Notes and the Issuer shall otherwise comply with TIA § 312(a).

 

## *SECTION 2.06*.    TRANSFERAND EXCHANGE.

## * *

(a)           *Transfer and Exchange of Global Notes*.  A Global Notemay not be transferred as a whole except by the Depositary to a nominee of theDepositary, by a nominee of the Depositary to the Depositary or to anothernominee of the Depositary, the Depositary or any such nominee to a successorDepositary or a nominee of such successor Depositary.  All Global Notes will be exchanged by theIssuer for Definitive Notes if (i) the Issuer delivers to the Trustee noticefrom the Depositary that it is unwilling or unable to continue to act asDepositary or that it is no longer a clearing agency registered under theExchange Act and, in either case, a successor Depositary is not appointed bythe Issuer within 90 days after the date of such notice from the Depositary;(ii) the Issuer in its sole discretion determines that the Global Notes (inwhole but not in part) should be exchanged for Definitive Notes and delivers awritten notice to such effect to the Trustee; or (iii) there shall haveoccurred and be continuing a default or an Event of Default and the Trusteereceives a request from the Depositary to issue Definitive Notes.  Upon the occurrence of any of the precedingevents in (i), (ii) or (iii) above, Definitive Notes shall be issued in suchnames as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged orreplaced, in whole or in part, as provided in Sections 2.07 and 2.10hereof.  Every Note authenticated anddelivered in exchange for, or in lieu of, a Global Note or any portion thereof,pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shallbe authenticated and delivered in the form of, and shall be, a GlobalNote.  A Global Note may not be exchangedfor another Note other than as provided in this Section 2.06(a), however,beneficial interests in a Global Note may be transferred and exchanged asprovided in Section 2.06(b), (c) or (f) hereof.

 

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(b)           *Transfer and Exchange of Beneficial Interests in the Global Notes*. The transfer and exchange of beneficial interests in the Global Notesshall be effected through the Depositary, in accordance with the provisions ofthis Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject torestrictions on transfer comparable to those set forth herein to the extentrequired by the Securities Act. Transfers of beneficial interests in the Global Notes also shall requirecompliance with either subparagraph (i) or (ii) below, as applicable, as wellas one or more of the other following subparagraphs, as applicable:

 

#### (i)            *Transfer of Beneficial Interests in the Same Global Note*.  Beneficial interests in any Restricted GlobalNote may be transferred to Persons who take delivery thereof in the form of abeneficial interest in the same Restricted Global Note in accordance with thetransfer restrictions set forth in the Private Placement Legend.  Beneficial interests in any UnrestrictedGlobal Note may be transferred to Persons who take delivery thereof in the formof a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall berequired to be delivered to the Registrar to effect the transfers described inthis Section 2.06(b)(i).

####  

#### (ii)           *All Other Transfers and Exchanges of Beneficial Interests in GlobalNotes*.  In connection with alltransfers and exchanges of beneficial interests that are not subject toSection 2.06(b)(i) above, the transferor of such beneficial interest mustdeliver to the Registrar either (A) (1) a written order from a Participant oran Indirect Participant given to the Depositary in accordance with theApplicable Procedures directing the Depositary to credit or cause to becredited a beneficial interest in another Global Note in an amount equal to thebeneficial interest to be transferred or exchanged and (2) instructions givenin accordance with the Applicable Procedures containing information regardingthe Participant account to be credited with such increase or (B) (1) a writtenorder from a Participant or an Indirect Participant given to the Depositary inaccordance with the Applicable Procedures directing the Depositary to cause tobe issued a Definitive Note in an amount equal to the beneficial interest to betransferred or exchanged and (2) instructions given by the Depositary to theRegistrar containing information regarding the Person in whose name suchDefinitive Note shall be registered to effect the transfer or exchange referredto in (1) above.  Upon consummation of anExchange Offer by the Issuer in accordance with Section 2.06(f) hereof,the requirements of this Section 2.06(b)(ii) shall be deemed to have beensatisfied upon receipt by the Registrar of the instructions contained in theLetter of Transmittal delivered by the Holder of such beneficial interests inthe Restricted Global Notes.  Uponsatisfaction of all of the requirements for transfer or exchange of beneficialinterests in Global Notes contained in this Indenture and the Notes orotherwise applicable under the Securities Act, the Trustee shall adjust theprincipal amount at maturity of the relevant Global Note(s) pursuant toSection 2.06(h) hereof.

####  

#### (iii)          *Transfer of Beneficial Interests to Another Restricted Global Note*.  A beneficial interest in any RestrictedGlobal Note may be transferred to a Person who takes delivery thereof in theform of a beneficial interest in another Restricted Global Note if the transfercomplies with the requirements of Section 2.06(b)(ii) above and theRegistrar receives the following:

####  

##### (A)  ifthe transferee will take delivery in the form of a beneficial interest in the144A Global Note, then the transferor must deliver a certificate in the form ofExhibit B hereto, including the certifications in item (1) thereof.

#####  

#### (iv)          *Transfer and Exchange of Beneficial Interests in a Restricted GlobalNote for Beneficial Interests in the Unrestricted Global Note*.  A beneficial interest in any Restricted

 

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#### Global Note may beexchanged by any holder thereof for a beneficial interest in an UnrestrictedGlobal Note or transferred to a Person who takes delivery thereof in the formof a beneficial interest in an Unrestricted Global Note if the exchange ortransfer complies with the requirements of Section 2.06(b)(ii) above and:

####  

##### (A)  suchexchange or transfer is effected pursuant to the Exchange Offer in accordancewith the Registration Rights Agreement and the holder of the beneficialinterest to be exchanged, in the case of an exchange, or the transferee, in thecase of a transfer, certifies in the applicable Letter of Transmittal that itis not (1) a broker-dealer, (2) a Person participating in the distribution ofthe Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)of the Issuer;

#####  

##### (B)   suchtransfer is effected pursuant to an effective registration statement; or

#####  

##### (C)   theRegistrar receives the following:

#####  

###### (1)     if the holder of suchbeneficial interest in a Restricted Global Note proposes to exchange suchbeneficial interest for a beneficial interest in an Unrestricted Global Note, acertificate from such holder in the form of Exhibit C hereto, including thecertifications in item (1)(a) thereof; or

######  

###### (2)     if the holder of suchbeneficial interest in a Restricted Global Note proposes to transfer suchbeneficial interest to a Person who shall take delivery thereof in the form ofa beneficial interest in an Unrestricted Global Note, a certificate from suchholder in the form of Exhibit B hereto, including the certifications in item(4) thereof;

######  

###### and, in each such case set forth in this subparagraph (C), if theRegistrar so requests or if the Applicable Procedures so require, an Opinion ofCounsel in form reasonably acceptable to the Registrar to the effect that suchexchange or transfer is in compliance with the Securities Act and that therestrictions on transfer contained herein and in the Private Placement Legendare no longer required in order to maintain compliance with the Securities Act;or

######  

##### (D)  if the transferee will takedelivery in the form of a beneficial interest in the Regulation S GlobalNote, then the transferor must deliver a certificate in the form of Exhibit Bhereto, including the certifications in item (2) thereof.

#####  

If any suchtransfer is effected pursuant to subparagraph (B) or (C) above at a time whenan Unrestricted Global Note has not yet been issued, the Issuer shall issueand, upon receipt of an Authentication Order in accordance withSection 2.02 hereof, the Trustee shall authenticate one or moreUnrestricted Global Notes in an aggregate principal amount at maturity equal tothe aggregate principal amount at maturity of beneficial interests transferredpursuant to subparagraph (B) or (C) above.

 

Beneficialinterests in an Unrestricted Global Note cannot be exchanged for, ortransferred to Persons who take delivery thereof in the form of, a beneficialinterest in a Restricted Global Note.

 

### (c)*        **Transfer or Exchange ofBeneficial Interests for Definitive Notes*.

 

22

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#### (i)            *Beneficial Interests in Restricted Global Notes to RestrictedDefinitive Notes*.  If anyholder of a beneficial interest in a Restricted Global Note proposes toexchange such beneficial interest for a Restricted Definitive Note or totransfer such beneficial interest to a Person who takes delivery thereof in theform of a Restricted Definitive Note, then, upon receipt by the Registrar ofthe following documentation:

####  

##### (A)  ifthe holder of such beneficial interest in a Restricted Global Note proposes toexchange such beneficial interest for a Restricted Definitive Note, acertificate from such holder in the form of Exhibit C hereto, including thecertifications in item (2)(a) thereof;

#####  

##### (B)   ifsuch beneficial interest is being transferred to a QIB in accordance with Rule144A under the Securities Act, a certificate to the effect set forth in ExhibitB hereto, including the certifications in item (1) thereof;

#####  

##### (C)   ifsuch beneficial interest is being transferred to a Non-U.S. Person in anoffshore transaction in accordance with Rule 903 or Rule 904 under theSecurities Act, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (2) thereof;

#####  

##### (D)  ifsuch beneficial interest is being transferred pursuant to an exemption from theregistration requirements of the Securities Act in accordance with Rule 144under the Securities Act, a certificate to the effect set forth in Exhibit Bhereto, including the certifications in item (3)(a) thereof;

#####  

##### (E)   ifsuch beneficial interest is being transferred to an Institutional AccreditedInvestor in reliance on an exemption from the registration requirements of theSecurities Act other than those listed in subparagraphs (B) through (D) above,a certificate to the effect set forth in Exhibit B hereto, including thecertifications, certificates and Opinion of Counsel required by item (3)thereof, if applicable;

#####  

##### (F)   ifsuch beneficial interest is being transferred to the Issuer or any of itsSubsidiaries, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (3)(b) thereof; or

#####  

##### (G)   ifsuch beneficial interest is being transferred pursuant to an effectiveregistration statement under the Securities Act, a certificate to the effectset forth in Exhibit B hereto, including the certifications in item (3)(c)thereof,

#####  

the Trustee shall causethe aggregate principal amount at maturity of the applicable Global Note to bereduced accordingly pursuant to Section 2.06(h) hereof, and the Issuershall execute and the Trustee shall authenticate and deliver to the Persondesignated in the instructions a Definitive Note in the appropriate principalamount at maturity.  Any Definitive Noteissued in exchange for a beneficial interest in a Restricted Global Notepursuant to this Section 2.06(c) shall be registered in such name or namesand in such authorized denomination or denominations as the holder of suchbeneficial interest shall instruct the Registrar through instructions from theDepositary and the Participant or Indirect Participant.  The Trustee shall deliver such DefinitiveNotes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for abeneficial interest in a Restricted Global Note pursuant to thisSection 2.06(c)(i) shall bear the Private Placement Legend and shall besubject to all restrictions on transfer contained therein.

 

23

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#### (ii)           *Beneficial Interests in Restricted Global Notes to UnrestrictedDefinitive Notes*.  A holder ofa beneficial interest in a Restricted Global Note may exchange such beneficialinterest for an Unrestricted Definitive Note or may transfer such beneficialinterest to a Person who takes delivery thereof in the form of an UnrestrictedDefinitive Note only if:

####  

##### (A)  suchexchange or transfer is effected pursuant to the Exchange Offer in accordancewith the Registration Rights Agreement and the holder of the beneficialinterest to be transferred, in the case of an exchange, or the transferee, inthe case of a transfer, certifies in the applicable Letter of Transmittal thatit is not (1) a broker-dealer, (2) a Person participating in the distributionof the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule144) of the Issuer;

#####  

##### (B)   suchtransfer is effected pursuant to an effective registration statement; or

#####  

##### (C)   theRegistrar receives the following:

#####  

###### (1)     ifthe holder of such beneficial interest in a Restricted Global Note proposes toexchange such beneficial interest for a Definitive Note that does not bear thePrivate Placement Legend, a certificate from such holder in the form of ExhibitC hereto, including the certifications in item (1)(b) thereof; or

######  

###### (2)     ifthe holder of such beneficial interest in a Restricted Global Note proposes totransfer such beneficial interest to a Person who shall take delivery thereofin the form of a Definitive Note that does not bear the Private PlacementLegend, a certificate from such holder in the form of Exhibit B hereto,including the certifications in item (4) thereof;

######  

##### and, in each such case set forth in this subparagraph (C), if theRegistrar so requests or if the Applicable Procedures so require, an Opinion ofCounsel in form reasonably acceptable to the Registrar to the effect that suchexchange or transfer is in compliance with the Securities Act and that therestrictions on transfer contained herein and in the Private Placement Legendare no longer required in order to maintain compliance with the Securities Act.

#####  

#### (iii)          *BeneficialInterests in Unrestricted Global Notes to Unrestricted Definitive Notes*.  If any holder of a beneficial interest in anUnrestricted Global Note proposes to exchange such beneficial interest for aDefinitive Note or to transfer such beneficial interest to a Person who takesdelivery thereof in the form of a Definitive Note, then, upon satisfaction ofthe conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shallcause the aggregate principal amount at maturity of the applicable Global Noteto be reduced accordingly pursuant to Section 2.06(h) hereof, and theIssuer shall execute and the Trustee shall authenticate and deliver to thePerson designated in the instructions a Definitive Note in the appropriateprincipal amount at maturity; *provided* thatno such transfer from the Regulation S Global Note shall be permitted duringthe Restricted Period.  Any DefinitiveNote issued in exchange for a beneficial interest pursuant to thisSection 2.06(c)(iii) shall be registered in such name or names and in suchauthorized denomination or denominations as the holder of such beneficialinterest shall instruct the Registrar through instructions from the Depositaryand the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whosenames such Notes are

 

24

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#### soregistered.  Any Definitive Note issuedin exchange for a beneficial interest pursuant to thisSection 2.06(c)(iii) shall not bear the Private Placement Legend.

####  

### (d)*        **Transfer and Exchange ofDefinitive Notes for Beneficial Interests.*

###  

#### (i)            *Restricted Definitive Notes to Beneficial Interests in RestrictedGlobal Notes*.  If any Holderof a Restricted Definitive Note proposes to exchange such Note for a beneficialinterest in a Restricted Global Note or to transfer such Restricted DefinitiveNotes to a Person who takes delivery thereof in the form of a beneficialinterest in a Restricted Global Note, then, upon receipt by the Registrar ofthe following documentation:

####  

##### (A)  ifthe Holder of such Restricted Definitive Note proposes to exchange such Notefor a beneficial interest in a Restricted Global Note, a certificate from suchHolder in the form of Exhibit C hereto, including the certifications in item(2)(b) thereof;

#####  

##### (B)   ifsuch Restricted Definitive Note is being transferred to a QIB in accordancewith Rule 144A under the Securities Act, a certificate to the effect set forthin Exhibit B hereto, including the certifications in item (1) thereof;

#####  

##### (C)   ifsuch Restricted Definitive Note is being transferred pursuant to an exemptionfrom the registration requirements of the Securities Act in accordance withRule 144 under the Securities Act, a certificate to the effect set forth inExhibit B hereto, including the certifications in item (3)(a) thereof;

#####  

##### (D)  ifsuch Restricted Definitive Note is being transferred to an Institutional AccreditedInvestor in reliance on an exemption from the registration requirements of theSecurities Act other than those listed in subparagraphs (B) through (D) above,a certificate to the effect set forth in Exhibit B hereto, including thecertifications, certificates and Opinion of Counsel required by item (3)thereof, if applicable;

#####  

##### (E)   ifsuch Restricted Definitive Note is being transferred to the Issuer or any ofits Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (3)(b) thereof; or

#####  

##### (F)   ifsuch Restricted Definitive Note is being transferred pursuant to an effectiveregistration statement under the Securities Act, a certificate to the effectset forth in Exhibit B hereto, including the certifications in item (3)(c)thereof,

#####  

the Trustee shall cancelthe Restricted Definitive Note, increase or cause to be increased the aggregateprincipal amount at maturity of, in the case of clause (A) above, theappropriate Restricted Global Note, in the case of clause (B) above, the 144AGlobal Note, and in the case of clause (c) above, the Regulation S Global Note.

 

#### (ii)           *Restricted Definitive Notes to Beneficial Interests in UnrestrictedGlobal Notes*.  A Holder of aRestricted Definitive Note may exchange such Note for a beneficial interest inan Unrestricted Global Note or transfer such Restricted Definitive Note to aPerson who takes delivery thereof in the form of a beneficial interest in anUnrestricted Global Note only if:

 

25

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##### (A)  suchexchange or transfer is effected pursuant to the Exchange Offer in accordancewith the Registration Rights Agreement and the Holder, in the case of anexchange, or the transferee, in the case of a transfer, certifies in theapplicable Letter of Transmittal that it is not (1) a broker-dealer, (2) aPerson participating in the distribution of the Exchange Notes or (3) a Personwho is an affiliate (as defined in Rule 144) of the Issuer;

#####  

##### (B)   suchtransfer is effected pursuant to an effective registration statement; or

#####  

##### (C)   theRegistrar receives the following:

#####  

###### (1)     ifthe Holder of such Definitive Notes proposes to exchange such Notes for abeneficial interest in the Unrestricted Global Note, a certificate from suchHolder in the form of Exhibit C hereto, including the certifications in item(1)(c) thereof; or

######  

###### (2)     ifthe Holder of such Definitive Notes proposes to transfer such Notes to a Personwho shall take delivery thereof in the form of a beneficial interest in theUnrestricted Global Note, a certificate from such Holder in the form of ExhibitB hereto, including the certifications in item (4) thereof;

######  

and, in each suchcase set forth in this subparagraph (C), if the Registrar so requests or if theApplicable Procedures so require, an Opinion of Counsel in form reasonablyacceptable to the Registrar to the effect that such exchange or transfer is incompliance with the Securities Act and that the restrictions on transfercontained herein and in the Private Placement Legend are no longer required inorder to maintain compliance with the Securities Act; or

 

##### (E)   if such Restricted DefinitiveNote is being transferred to a Non-U.S. Person in an offshore transaction inaccordance with Rule 903 or Rule 904 under the Securities Act, a certificate tothe effect set forth in Exhibit B hereto, including the certifications in item(2) thereof;

#####  

Upon satisfactionof the conditions of any of the subparagraphs in this Section 2.06(d)(ii),the Trustee shall cancel the Definitive Notes and increase or cause to beincreased the aggregate principal amount at maturity of the Unrestricted GlobalNote.

 

#### (iii)          *Unrestricted Definitive Notes to Beneficial Interests in UnrestrictedGlobal Notes*.  A Holder of anUnrestricted Definitive Note may exchange such Note for a beneficial interestin an Unrestricted Global Note or transfer such Definitive Notes to a Personwho takes delivery thereof in the form of a beneficial interest in anUnrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trusteeshall cancel the applicable Unrestricted Definitive Note and increase or causeto be increased the aggregate principal amount at maturity of one of theUnrestricted Global Notes.

####  

If any suchexchange or transfer from a Definitive Note to a beneficial interest iseffected pursuant to subparagraphs (ii)(B), (ii)(C) or (iii) above at a timewhen an Unrestricted Global Note has not yet been issued, the Issuer shallissue and, upon receipt of an Authentication Order in accordance withSection 2.02 hereof, the Trustee shall authenticate one or moreUnrestricted Global Notes in an aggregate principal amount at maturity equal tothe principal amount at maturity of Definitive Notes so transferred.

 

26

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(e)           *Transfer and Exchange of Definitive Notes for Definitive Notes.* Upon request by a Holder of Definitive Notes and such Holder’scompliance with the provisions of this Section 2.06(e), the Registrarshall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer orexchange, the requesting Holder shall present or surrender to the Registrar theDefinitive Notes duly endorsed or accompanied by a written instruction oftransfer in form satisfactory to the Registrar duly executed by such Holder orby his attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additionalcertifications, documents and information, as applicable, required pursuant tothe following provisions of this Section 2.06(e).

 

#### (i)            *Restricted Definitive Notes to Restricted Definitive Notes*.  Any Restricted Definitive Note may betransferred to and registered in the name of Persons who take delivery thereofin the form of a Restricted Definitive Note if the Registrar receives thefollowing:

####  

##### (A)  ifthe transfer will be made pursuant to Rule 144A under the Securities Act, thenthe transferor must deliver a certificate in the form of Exhibit B hereto,including the certifications in item (1) thereof;

#####  

##### (B)   ifthe transfer will be made pursuant to Rule 903 or Rule 904, then the transferormust deliver a certificate in the form of Exhibit B hereto, including thecertifications in item (2) thereof; and

#####  

##### (C)   ifthe transfer will be made pursuant to any other exemption from the registrationrequirements of the Securities Act, then the transferor must deliver acertificate in the form of Exhibit B hereto, including the certifications,certificates and Opinion of Counsel required by item (3) thereof, if applicable.

#####  

#### (ii)           *Restricted Definitive Notes to Unrestricted Definitive Notes*.  Any Restricted Definitive Note may beexchanged by the Holder thereof for an Unrestricted Definitive Note ortransferred to a Person or Persons who take delivery thereof in the form of anUnrestricted Definitive Note if:

####  

##### (A)  suchexchange or transfer is effected pursuant to the Exchange Offer in accordancewith the Registration Rights Agreement and the Holder, in the case of anexchange, or the transferee, in the case of a transfer, certifies in theapplicable Letter of Transmittal that it is not (1) a broker-dealer, (2) aPerson participating in the distribution of the Exchange Notes or (3) a Personwho is an affiliate (as defined in Rule 144) of the Issuer;

#####  

##### (B)   suchtransfer is effected pursuant to an effective registration statement; or

#####  

##### (C)   theRegistrar receives the following:

#####  

###### (1)     ifthe Holder of such Restricted Definitive Notes proposes to exchange such Notesfor an Unrestricted Definitive Note, a certificate from such Holder in the formof Exhibit C hereto, including the certifications in item (1)(d) thereof; or

######  

###### (2)     ifthe Holder of such Restricted Definitive Notes proposes to transfer such Notesto a Person who shall take delivery thereof in the form of an Unrestricted DefinitiveNote, a certificate from such Holder in the form of Exhibit B hereto, includingthe certifications in item (4) thereof;

######  

27

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and, in each suchcase set forth in this subparagraph (C), if the Registrar so requests, anOpinion of Counsel in form reasonably acceptable to the Issuer to the effectthat such exchange or transfer is in compliance with the Securities Act andthat the restrictions on transfer contained herein and in the Private PlacementLegend are no longer required in order to maintain compliance with theSecurities Act.

 

#### (iii)          *Unrestricted Definitive Notes to Unrestricted Definitive Notes*.  A Holder of Unrestricted Definitive Notes maytransfer such Notes to a Person who takes delivery thereof in the form of anUnrestricted Definitive Note.  Uponreceipt of a request to register such a transfer, the Registrar shall registerthe Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

####  

(f)            *Exchange Offer*.  Upon the occurrence of theExchange Offer in accordance with the Registration Rights Agreement, the Issuershall issue and, upon receipt of an Authentication Order in accordance withSection 2.02, the Trustee shall authenticate (i) one or more UnrestrictedGlobal Notes in an aggregate principal amount at maturity equal to theprincipal amount at maturity of the beneficial interests in the RestrictedGlobal Notes tendered for acceptance by Persons that certify in the applicableLetters of Transmittal that (x) they are not broker-dealers, (y) they are notparticipating in a distribution of the Exchange Notes and (z) they are notaffiliates (as defined in Rule 144) of the Issuer, and accepted for exchange inthe Exchange Offer and (ii) Definitive Notes in an aggregate principal amountat maturity equal to the principal amount at maturity of the RestrictedDefinitive Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes,the Trustee shall cause the aggregate principal amount at maturity of theapplicable Restricted Global Notes to be reduced accordingly, and the Issuershall execute and the Trustee shall authenticate and deliver to the Personsdesignated by the Holders of Definitive Notes so accepted Definitive Notes inthe appropriate principal amount at maturity.

 

(g)           *Legends.*  The following legends shall appear on theface of all Global Notes and Definitive Notes issued under this Indentureunless specifically stated otherwise in the applicable provisions of thisIndenture.

 

#### (i)            PrivatePlacement Legend.

####  

##### (A)  Exceptas permitted by subparagraph (B) below, each Global Note and each DefinitiveNote (and all Notes issued in exchange therefor or substitution thereof) shallbear the legend in substantially the following form:

#####  

“THIS NOTE (OR ITSPREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1)REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT HAS ACQUIRED THIS NOTE IN ANOFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACTOR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OR REGULATION D UNDER THE SECURITIES ACT (AN “IAI”)), (2)AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TOTHE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER

 

28

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REASONABLYBELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB INA TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORETRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT,(D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIESACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNEDLETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THETRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND,IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT MATURITY OFNOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THATSUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITHANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (ANDBASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER) OR (G) PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THEAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHERAPPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TOWHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TOTHE EFFECT OF THIS LEGEND.  AS USEDHEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGSGIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THEINDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANYTRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.”

 

##### (B)   Notwithstandingthe foregoing, any Global Note or Definitive Note issued pursuant tosubparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii)or (f) to this Section 2.06 (and all Notes issued in exchange therefor orsubstitution thereof) shall not bear the Private Placement Legend.

#####  

#### (ii)           *Global Note Legend. *EachGlobal Note shall bear a legend in substantially the following form:

####  

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THEINDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THEBENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAYBE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBALNOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FORCANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THISGLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTENCONSENT OF DECRANE AIRCRAFT HOLDINGS, INC.”

 

(h)           *Cancellation and/or Adjustment of Global Notes*. At such time as all beneficial interests in a particular Global Notehave been exchanged for Definitive Notes or a particular Global Note has beenredeemed, repurchased or canceled in whole and not in part, each such GlobalNote shall be returned to or retained and canceled by the Trustee in accordancewith Section 2.11 hereof.  At anytime prior to such cancellation, if any beneficial interest in a Global Note isexchanged for or transferred to a Person who will

 

29

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take delivery thereof in the form of a beneficial interest in anotherGlobal Note or for Definitive Notes, the principal amount at maturity of Notesrepresented by such Global Note shall be reduced accordingly and an endorsementshall be made on such Global Note by the Trustee or by the Depositary at thedirection of the Trustee to reflect such reduction; and if the beneficialinterest is being exchanged for or transferred to a Person who will takedelivery thereof in the form of a beneficial interest in another Global Note,such other Global Note shall be increased accordingly and an endorsement shallbe made on such Global Note by the Trustee or by the Depositary at thedirection of the Trustee to reflect such increase.

 

### (i)          *General Provisions Relating toTransfers and Exchanges*.

###  

#### (i)            Topermit registrations of transfers and exchanges, the Issuer shall execute andthe Trustee shall authenticate Global Notes and Definitive Notes upon theIssuer’s order or at the Registrar’s request.

####  

#### (ii)           Noservice charge shall be made to a holder of a beneficial interest in a GlobalNote or to a Holder of a Definitive Note for any registration of transfer orexchange, but the Issuer may require payment of a sum sufficient to cover anytransfer tax or similar governmental charge payable in connection therewith(other than any such transfer taxes or similar governmental charge payable uponexchange or transfer pursuant to Sections 3.06, 3.09, 4.10 and 4.14 hereof).

####  

#### (iii)          TheRegistrar shall not be required to register the transfer of or exchange anyNote selected for redemption in whole or in part, except the unredeemed portionof any Note being redeemed in part.

####  

#### (iv)          AllGlobal Notes and Definitive Notes issued upon any registration of transfer orexchange of Global Notes or Definitive Notes shall be the valid obligations ofthe Issuer, evidencing the same debt, and entitled to the same benefits underthis Indenture, as the Global Notes or Definitive Notes surrendered upon suchregistration of transfer or exchange.

####  

#### (v)           TheIssuer shall not be required (A) to issue, to register the transfer of or to exchangeany Notes during a period beginning at the opening of business 15 days beforethe day of any selection of Notes for redemption under Section 3.02 hereofand ending at the close of business on the day of selection, or (B) to registerthe transfer of or to exchange any Note so selected for redemption in whole orin part, except the unredeemed portion of any Note being redeemed in part.

####  

#### (vi)          Priorto due presentment for the registration of a transfer of any Note, the Trustee,any Agent and the Issuer may deem and treat the Person in whose name any Noteis registered as the absolute owner of such Note for the purpose of receivingpayment of principal of such Notes and for all other purposes, and none of theTrustee, any Agent or the Issuer shall be affected by notice to the contrary.

####  

#### (vii)         TheTrustee shall authenticate Global Notes and Definitive Notes in accordance withthe provisions of Section 2.02 hereof.

 

#### (viii)        Allcertifications, certificates and Opinions of Counsel required to be submittedto the Registrar pursuant to this Section 2.06 to effect a registration oftransfer or exchange may be submitted by facsimile.

 

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## *SECTION 2.07*.    REPLACEMENTNOTES.

## * *

If any mutilatedNote is surrendered to the Trustee or the Issuer and the Trustee receivesevidence to its satisfaction of the destruction, loss or theft of any Note, theIssuer shall issue and the Trustee, upon receipt of an Authentication Order,shall authenticate a replacement Note if the Trustee’s requirements aremet.  If required by the Trustee or theIssuer, an indemnity bond must be supplied by the Holder that is sufficient inthe judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, anyAgent and any authenticating agent from any loss that any of them may suffer ifa Note is replaced.  The Issuer maycharge for its expenses in replacing a Note.

 

Every replacementNote is an additional obligation of the Issuer and shall be entitled to all ofthe benefits of this Indenture equally and proportionately with all other Notesduly issued hereunder.

 

## *SECTION 2.08*.    OUTSTANDINGNOTES.

## * *

The Notes outstanding at any time are all the Notes authenticated bythe Trustee except for those canceled by it, those delivered to it forcancellation, those reductions in the interest in a Global Note effected by theTrustee in accordance with the provisions hereof, and those described in thisSection as not outstanding.  Exceptas set forth in Section 2.09 hereof, a Note does not cease to be outstandingbecause the Issuer or an Affiliate of the Issuer holds the Note; however, Notesheld by the Issuer or a Subsidiary of the Issuer shall not be deemed to beoutstanding for purposes of Section 3.07 hereof.

 

If a Note isreplaced pursuant to Section 2.07 hereof, it ceases to be outstandingunless the Trustee receives proof satisfactory to it that the replaced Note isheld by a bona fide purchaser.

 

If the principalamount of any Note is considered paid under Section 4.01 hereof, it ceasesto be outstanding and the accretion of principal ceases.

 

If the PayingAgent (other than the Issuer, a Subsidiary or an Affiliate of any thereof)holds, on a redemption date or maturity date, money sufficient to pay Notespayable on that date, then on and after that date such Notes shall be deemed tobe no longer outstanding and shall cease to accrete principal.

 

## *SECTION 2.09*.    TREASURYNOTES.

## * *

In determiningwhether the Holders of the required principal amount at maturity of Notes haveconcurred in any direction, waiver or consent, Notes owned by the Issuer, or byany Person directly or indirectly controlling or controlled by or under director indirect common control with the Issuer, shall be considered as though notoutstanding, except that for the purposes of determining whether the Trusteeshall be protected in relying on any such direction, waiver or consent, onlyNotes that the Trustee knows are so owned shall be so disregarded.

 

## *SECTION 2.10*.    TEMPORARYNOTES.

## * *

Until certificatesrepresenting Notes are ready for delivery, the Issuer may prepare and the Trustee, uponreceipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in theform of certificated Notes but may have variations that the Issuer considers appropriate for temporaryNotes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuer shall prepare and the Trustee shallauthenticate definitive Notes in exchange for temporary Notes.

 

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Holders oftemporary Notes shall be entitled to all of the benefits of this Indenture.

 

## *SECTION 2.11*.    CANCELLATION.

## * *

The Issuer at any time may deliver Notes to theTrustee for cancellation.  The Registrarand Paying Agent shall forward to the Trustee any Notes surrendered to them forregistration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered forregistration of transfer, exchange, payment, replacement or cancellation andshall destroy canceled Notes (subject to the record retention requirement ofthe Exchange Act).  Certification of thedestruction of all canceled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it haspaid or that have been delivered to the Trustee for cancellation.

 

# ARTICLE 3.

# REDEMPTION AND PREPAYMENT

#  

## *SECTION 3.01*.    NOTICES TOTRUSTEE.

## * *

If the Issuerelects to redeem Notes pursuant to the optional redemption provisions ofSection 3.07 hereof, it shall furnish to the Trustee, at least 30 days butnot more than 60 days before a redemption date, an Officers’ Certificatesetting forth (i) the clause of this Indenture pursuant to which the redemptionshall occur, (ii) the redemption date, (iii) the Accreted Value and principalamount at maturity of Notes to be redeemed and (iv) the redemption price.

 

## *SECTION 3.02*.    SELECTIONOF NOTES TO BE REDEEMED.

## * *

If less than allof the Notes are to be redeemed at any time, selection of Notes for redemptionwill be made by the Trustee in compliance with the requirements of theprincipal national securities exchange, if any, on which the Notes are listed,or, if the Notes are not so listed, on a pro rata basis, by lot or by suchmethod as the Trustee shall deem fair and appropriate; *provided*that no Notes of $1,000 principal amount at maturity or less shall be redeemedin part.

 

The Trustee shallpromptly notify the Issuer in writing of the Notes selected for redemption and,in the case of any Note selected for partial redemption, the principal amountthereof to be redeemed. Notes and portions of Notes selected shall be inamounts of $1,000 principal amount at maturity or whole multiples of $1,000principal amount at maturity; except that if all of the Notes of a Holder areto be redeemed, the entire outstanding amount of Notes held by such Holder,even if not a multiple of $1,000 principal amount at maturity, shall beredeemed.  Except as provided in the preceding sentence, provisions ofthis Indenture that apply to Notes called for redemption also apply to portionsof Notes called for redemption.

 

## *SECTION 3.03*.    NOTICE OFREDEMPTION.

## * *

Subject to theprovisions of Section 3.09 hereof, notices of redemption shall be mailedby first class mail at least 30 but not more than 60 days before the redemptiondate to each Holder of Notes to be redeemed at its registered address.  If any Note is to be redeemed in part only,the notice of redemption that relates to such Note shall state the portion ofthe principal amount thereof to be redeemed. A new Note in principal amountequal to the unredeemed portion thereof will be issued in the name of theHolder thereof upon cancellation of the original Note. Notes called forredemption become due on the date fixed for redemption. On and after theredemption date, principal ceases to accrete on Notes or portions of themcalled for redemption.

 

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

 

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### (a)         the redemption date;

###  

### (b)         the redemption price;

###  

### (c)         if any Note is being redeemed in part,the portion of the principal amount at maturity of such Note to be redeemed andthat, after the redemption date upon surrender of such Note, a new Note orNotes in principal amount equal to the unredeemed portion shall be issued uponcancellation of the original Note;

###  

### (d)         the name and address of the Paying Agent;

###  

### (e)         that Notes called for redemption must besurrendered to the Paying Agent to collect the redemption price;

###  

### (f)          that, unless the Issuer defaults inmaking such redemption payment, the principal of the Notes called forredemption ceases to accrete on and after the redemption date;

###  

### (g)         the paragraph of the Notes and/orSection of this Indenture pursuant to which the Notes called forredemption are being redeemed; and

###  

### (h)         that no representation is made as to thecorrectness or accuracy of the CUSIP number, if any, listed in such notice orprinted on the Notes.

###  

At the Issuer’srequest, the Trustee shall give the notice of redemption in the Issuer’s nameand at the Issuer’s expense; *provided, however*,that the Issuer shall have delivered to the Trustee, at least 45 days prior tothe redemption date, an Officers’ Certificate requesting that the Trustee givesuch notice and setting forth the information to be stated in such notice asprovided in the preceding paragraph.

 

## *SECTION 3.04*.    EFFECT OFNOTICE OF REDEMPTION.

## * *

Once notice ofredemption is mailed in accordance with Section 3.03 hereof, Notes calledfor redemption become irrevocably due and payable on the redemption date at theredemption price.  A notice of redemptionmay not be conditional.

 

## *SECTION 3.05*.    DEPOSIT OFREDEMPTION PRICE.

## * *

One Business Dayprior to the redemption date, the Issuer shall deposit with the Trustee or withthe Paying Agent money sufficient to pay the redemption price of all Notes tobe redeemed on that date.  The Trustee or the Paying Agent shall promptlyreturn to the Issuer any money deposited with the Trustee or the Paying Agentby the Issuer in excess of the amounts necessary to pay the redemption price ofall Notes to be redeemed.

 

If the Issuercomplies with the provisions of the preceding paragraph, on and after theredemption date, no accretion of principal amount of the Notes or the portionsof Notes called for redemption shall occur. If any Note called for redemption shall not be so paid upon surrenderfor redemption because of the failure of the Issuer to comply with thepreceding paragraph, interest shall be paid on the unpaid principal, from theredemption date until such principal is paid, at the rate provided in the Notesand in Section 4.01 hereof.

 

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## *SECTION 3.06*.    NOTESREDEEMED IN PART.

## * *

Upon surrender of a Notethat is redeemed in part, the Issuer shall issue and, upon the Issuer’s writtenrequest, the Trustee shall authenticate for the Holder at the expense of theIssuer a new Note equal in principal amount to the unredeemed portion of theNote surrendered.

 

## *SECTION 3.07*.    OPTIONALREDEMPTION.

## * *

### (a)         Prior to September 30, 2004, the Notes may be redeemedat any time at the option of the Issuer in whole or in part, upon not less than30 nor more than 60 days’ notice, in cash at a redemption price equal to 106%of Accreted Value.  Thereafter, the Noteswill be subject to redemption at any time at the option of the Issuer, in wholeor in part, upon not less than 30 nor more than 60 days’ notice, in cash at theredemption prices (expressed as percentages of Accreted Value) set forth below,if redeemed during the twelve-month period beginning on September 30 of theyears indicated below:

###  

| **Year**                      | ** ** | **Percentage** | ** ** |
|-------------------------------|------------|----------------|------------|
| ** **                    | ** ** | ** **     | ** ** |
| 2004                          |       | 104.000        | %          |
|                          |       |           |       |
| 2005                          |       | 102.000        | %          |
|                          |       |           |       |
| 2006 and thereafter |       | 100.000        | %          |

###  

### (b)         Any redemption pursuant to this Section 3.07 shall bemade pursuant to the provisions of Section 3.01 through 3.06 hereof.

###  

## *SECTION 3.08*.    MANDATORYREDEMPTION.

## * *

The Issuer is notrequired to make mandatory redemption of, or sinking fund payments with respectto, the Notes.

 

## *SECTION 3.09*.    OFFER TOPURCHASE BY APPLICATION OF EXCESS PROCEEDS.

## * *

In the event that,pursuant to Section 4.10 hereof, the Issuer shall be required to commence anoffer to all Holders to purchase Notes (an “*Asset Sale Offer*”),it shall follow the procedures specified below.

 

The Asset Sale Offershall remain open for a period of 20 Business Days following its commencementand no longer, except to the extent that a longer period is required byapplicable law (the “*Offer Period*”).  No later than five Business Days after thetermination of the Offer Period (the “*Purchase Date*”),the Issuer shall purchase the principal amount of Notes required to bepurchased pursuant to Section 4.10 hereof (the “*Offer Amount*”)or, if less than the Offer Amount has been tendered, all Notes tendered inresponse to the Asset Sale Offer.

 

Upon the commencement ofan Asset Sale Offer, the Issuer shall send, by first class mail, a notice tothe Trustee and each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions andmaterials necessary to enable such Holders to tender Notes pursuant to theAsset Sale Offer.  The Asset Sale Offershall be made to all Holders.  Thenotice, which shall govern the terms of the Asset Sale Offer, shall state:

 

### (a)         that the Asset Sale Offer is being made pursuant tothis Section 3.09 and Section 4.10 hereof and the length of time the AssetSale Offer shall remain open;

 

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### (b)         the Offer Amount, the purchase price and the PurchaseDate;

###  

### (c)         that any Note not tendered or accepted for paymentshall continue to accrete principal;

###  

### (d)         that, unless the Issuer defaults in making suchpayment, any Note accepted for payment pursuant to the Asset Sale Offer shallcease to accrete principal after the Purchase Date;

###  

### (e)         that Holders electing to have a Note purchasedpursuant to an Asset Sale Offer may only elect to have all of such Notepurchased and may not elect to have only a portion of such Note purchased;

###  

### (f)          that Holders electing to have a Note purchasedpursuant to any Asset Sale Offer shall be required to surrender the Note, withthe form entitled “Option of Holder to Elect Purchase” on the reverse of theNote completed, or transfer by book-entry transfer, to the Issuer, adepositary, if appointed by the Issuer, or a Paying Agent at the addressspecified in the notice at least three days before the Purchase Date;

###  

### (g)         that Holders shall be entitled to withdraw theirelection if the Issuer, the Depositary or the Paying Agent, as the case may be,receives, not later than the expiration of the Offer Period, a telegram, telex,facsimile transmission or letter setting forth the name of the Holder, theprincipal amount at maturity of the Note the Holder delivered for purchase anda statement that such Holder is withdrawing his election to have such Notepurchased;

###  

### (h)         that, if the Accreted Value of Notes surrendered byHolders exceeds the Offer Amount, the Issuer shall select the Notes to bepurchased on a *pro rata* basis (with suchadjustments as may be deemed appropriate by the Issuer so that only Notes indenominations of $1,000 principal amount at maturity, or integral multiplesthereof, shall be purchased); and

###  

### (i)          that Holders whose Notes were purchased only in partshall be issued new Notes equal in principal amount to the unpurchased portionof the Notes surrendered (or transferred by book-entry transfer).

###  

On or before the PurchaseDate, the Issuer shall, to the extent lawful, accept for payment, on a *pro rata* basis to the extent necessary, the Offer Amount ofNotes or portions thereof tendered pursuant to the Asset Sale Offer, or if lessthan the Offer Amount has been tendered, all Notes tendered, and shall deliverto the Trustee an Officers’ Certificate stating that such Notes or portionsthereof were accepted for payment by the Issuer in accordance with the terms ofthis Section 3.09.  The Issuer, theDepositary or the Paying Agent, as the case may be, shall promptly (but in anycase not later than five days after the Purchase Date) mail or deliver to eachtendering Holder an amount equal to the purchase price of the Notes tendered bysuch Holder and accepted by the Issuer for purchase, and the Issuer shallpromptly issue a new Note, and the Trustee, upon written request from theIssuer shall authenticate and mail or deliver such new Note to such Holder, ina principal amount at maturity equal to any unpurchased portion of the Notesurrendered.  Any Note not so acceptedshall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer shall publicly announce theresults of the Asset Sale Offer on the Purchase Date.

 

Other than asspecifically provided in this Section 3.09, any purchase pursuant to thisSection 3.09 shall be made pursuant to the provisions ofSections 3.01 through 3.06 hereof.

 

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# ARTICLE 4.

# COVENANTS

#  

## *SECTION 4.01*.    PAYMENT OFNOTES.

## * *

The Issuer shall pay orcause to be paid the principal of, and premium, if any, on the Notes on thedates and in the manner provided in the Notes. Principal and premium, if any, shall be considered paid on the date dueif the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds asof 10:00 a.m. Eastern Time on the due date money deposited by the Issuer inimmediately available funds and designated for and sufficient to pay allprincipal and premium, if any, then due.

 

The Issuer shall payinterest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue principal at a rate equal to 18% per annum to theextent lawful.

 

## *SECTION 4.02*.    MAINTENANCEOF OFFICE OR AGENCY.

## * *

The Issuer shall maintainin the Borough of Manhattan, the City of New York, an office or agency (whichmay be an office of the Trustee or an affiliate of the Trustee, Registrar orco-registrar) where Notes may be surrendered for registration of transfer orfor exchange and where notices and demands to or upon the Issuer in respect ofthe Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of thelocation, and any change in the location, of such office or agency.  If at any time the Issuer shall fail tomaintain any such required office or agency or shall fail to furnish theTrustee with the address thereof, such presentations, surrenders, notices anddemands may be made or served at the Corporate Trust Office of the Trustee.

 

The Issuer may also fromtime to time designate one or more other offices or agencies where the Notesmay be presented or surrendered for any or all such purposes and may from timeto time rescind such designations; *provided, however*,that no such designation or rescission shall in any manner relieve the Issuerof its obligation to maintain an office or agency in the Borough of Manhattan,the City of New York for such purposes. The Issuer shall give prompt written notice to the Trustee of any suchdesignation or rescission and of any change in the location of any such otheroffice or agency.

 

The Issuer herebydesignates the Corporate Trust Office of the Trustee as one such office oragency of the Issuer in accordance with Section 2.03 hereof.

 

## *SECTION 4.03*.    REPORTS.

## * *

Whether or not requiredby the rules and regulations of the Commission, so long as any Notes areoutstanding, the Issuer will furnish to the Holders of Notes (a) all quarterlyand annual financial information that would be required to be contained in afiling with the Commission on Forms 10-Q and 10-K if the Issuer were requiredto file such Forms, including a “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and, with respect to the annualinformation only, a report thereon by the Issuer’s certified independentaccountants (*provided* that the Issuer maydeliver financial information with respect to its (direct or indirect) parentif the Issuer delivers to the Trustee an Officer’s Certificate certifying thatsuch financial information is substantially equivalent to the financialinformation with respect to the Issuer) and (b) all current reports that wouldbe required to be filed with the Commission on Form 8-K if the Issuer wererequired to file such reports, in each case, within the time periods specifiedin the Commission’s rules and regulations. In addition, the Issuer and theGuarantors have agreed that, for so long as any Notes remain outstanding, theywill furnish to the Holders and to securities analysts and prospectiveinvestors, upon their request, the information required to be deliveredpursuant to Rule 144A(d)(4) under the Securities Act.

 

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## *SECTION 4.04*.    COMPLIANCECERTIFICATE.

## * *

### (a)         The Issuer and each Guarantor (to the extent that suchGuarantor is so required under the TIA) shall deliver to the Trustee, within 90days after the end of each fiscal year, an Officers’ Certificate stating that areview of the activities of the Issuer and its Subsidiaries during thepreceding fiscal year have been made under the supervision of the signingOfficers with a view to determining whether the Issuer and each Guarantor havekept, observed, performed and fulfilled their obligations under this Indenture,and further stating, as to each such Officer signing such certificate, that tothe best of his or her knowledge the Issuer or such Guarantor has kept,observed, performed and fulfilled each and every covenant contained in thisIndenture and is not in default in the performance or observance of any of theterms, provisions and conditions of this Indenture (or, if a Default or Eventof Default shall have occurred, describing all such Defaults or Events ofDefault of which he or she may have knowledge and what action the Issuer istaking or proposes to take with respect thereto).

###  

### (b)         So long as not contrary to the then currentrecommendations of the American Institute of Certified Public Accountants, theyear-end financial statements delivered pursuant to Section 4.03(a) aboveshall be accompanied by a written statement of the Issuer’s independent publicaccountants (which shall be a firm of established national reputation) that inmaking the examination necessary for certification of such financialstatements, nothing has come to their attention that would lead them to believethat the Issuer has violated any provisions of Article 4 or Article 5hereof or, if any such violation has occurred, specifying the nature and periodof existence thereof, it being understood that such accountants shall not beliable directly or indirectly to any Person for any failure to obtain knowledgeof any such violation.

###  

### (c)         The Issuer shall, so long as any of the Notes areoutstanding, deliver to the Trustee, forthwith upon any Officer becoming awareof any Default or Event of Default, an Officers’ Certificate specifying suchDefault or Event of Default and what action the Issuer is taking or proposes totake with respect thereto.

###  

## *SECTION 4.05*.    TAXES.

## * *

The Issuer shall pay, andshall cause each of its Subsidiaries to pay, prior to delinquency, all materialtaxes, assessments, and governmental levies except such as are contested ingood faith and by appropriate proceedings or where the failure to effectsuch payment is not adverse in any material respect to the Holders of theNotes.

 

## *SECTION 4.06*.    STAY,EXTENSION AND USURY LAWS.

## * *

The Issuer and each ofthe Guarantors covenant (to the extent that they may lawfully do so) that theyshall not at any time insist upon, plead, or in any manner whatsoever claim ortake the benefit or advantage of, any stay, extension or usury law whereverenacted, now or at any time hereafter in force, that may affect the covenantsor the performance of this Indenture; and the Issuer and each of the Guarantors(to the extent that they may lawfully do so) hereby expressly waive all benefitor advantage of any such law, and covenant that they shall not, by resort toany such law, hinder, delay or impede the execution of any power herein grantedto the Trustee, but shall suffer and permit the execution of every such poweras though no such law has been enacted.

 

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## *SECTION 4.07*.    RESTRICTEDPAYMENTS.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, directly or indirectly,(a) declare or pay any dividend or make any other payment or distribution onaccount of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests(other than dividends or distributions payable in Equity Interests (other thanDisqualified Stock) of the Issuer or dividends or distributions payable to theIssuer or any Wholly Owned Restricted Subsidiary of the Issuer); (b) purchase,redeem or otherwise acquire or retire for value any Equity Interests of theIssuer, any of its Restricted Subsidiaries or any other Affiliate of the Issuer(other than any such Equity Interests owned by the Issuer or any RestrictedSubsidiary of the Issuer); (c) make any principal payment on or with respectto, or purchase, redeem, defease or otherwise acquire or retire for value, anyIndebtedness of the Issuer that is subordinated in right of payment to theNotes, except in accordance with the mandatory redemption or repaymentprovisions set forth in the original documentation governing such Indebtedness(but not pursuant to any mandatory offer to repurchase upon the occurrence ofany event); or (d) make any Restricted Investment (all such payments and otheractions set forth in clauses (a) through (d) above being collectively referredto as “*Restricted Payments*”).

 

The foregoing provisionswill not prohibit:

 

### (a)         the payment of any dividend within 60 days after thedate of declaration thereof, if at said date of declaration such payment wouldhave complied with the provisions of this Indenture;

###  

### (b)         (i) the redemption, repurchase, retirement, defeasanceor other acquisition of any subordinated Indebtedness or Equity Interests ofthe Issuer (the “*Retired Capital Stock*”) inexchange for, or out of the net cash proceeds of the substantially concurrentsale (other than to a Subsidiary of the Issuer) of, other Equity Interests ofthe Issuer (other than any Disqualified Stock) (the “*RefundingCapital Stock*”), *provided* thatthe amount of any such net cash proceeds that are utilized for any suchredemption, repurchase, retirement, defeasance or other acquisition shall beexcluded from clause (iii)(B) of the preceding paragraph;

###  

### (c)         the defeasance, redemption, repurchase, retirement orother acquisition of subordinated Indebtedness with the net cash proceeds froman incurrence of, or in exchange for, Permitted Refinancing Indebtedness;

###  

### (d)         the repurchase, redemption or other acquisition orretirement for value of any Equity Interests of the Issuer or Holdings held byany member of Holdings’ or the Issuer’s (or any of its RestrictedSubsidiaries’) management pursuant to any management equity subscriptionagreement or stock option agreement and any dividend to Holdings to fund anysuch repurchase, redemption, acquisition or retirement, *provided*that (i) the aggregate price paid for all such repurchased, redeemed, acquiredor retired Equity Interests shall not exceed (x) $4.0 million in any calendaryear (with unused amounts in any calendar year being carried over to succeedingcalendar years subject to a maximum (without giving effect to the followingclause (y)) of $7.0 million in any calendar year), plus (y) the aggregate cashproceeds received by the Issuer during such calendar year from any reissuanceof Equity Interests by the Issuer or Holdings to members of management of theIssuer and its Restricted Subsidiaries and (ii) no Default or Event of Defaultshall have occurred and be continuing immediately after such transaction;

###  

### (e)         the payment of dividends or the making of loans oradvances by the Issuer to Holdings not to exceed $3.0 million in any fiscalyear for costs and expenses incurred by Holdings in its capacity as a holdingcompany or for services rendered by Holdings on behalf of the Issuer;

###  

### (f)          payments or distributions to Holdings pursuant to anyTax Sharing Agreement;

 

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### (g)         the payment of dividends by a Restricted Subsidiary onany class of common stock of such Restricted Subsidiary if (i) such dividend ispaid pro rata to all holders of such class of common stock and (ii) at least51% of such class of common stock is held by the Issuer or one or more of itsRestricted Subsidiaries;

###  

### (h)         the repurchase of any class of common stock of aRestricted Subsidiary if (i) such repurchase is made pro rata with respect tosuch class of common stock and (ii) at least 51% of such class of common stockis held by the Issuer or one or more of its Restricted Subsidiaries;

###  

### (i)          any other Restricted Investment made in a PermittedBusiness which, together with all other Restricted Investments made pursuant tothis clause (i) since the date of this Indenture, does not exceed $25.0 million(in each case, after giving effect to all subsequent reductions in the amountof any Restricted Investment made pursuant to this clause (i), either as aresult of (i) the repayment or disposition thereof for cash or (ii) theredesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (valuedproportionate to the Issuer’s equity interest in such Subsidiary at the time ofsuch redesignation) at the fair market value of the net assets of such Subsidiaryat the time of such redesignation), in the case of clause (i) and (ii), not toexceed the amount of such Restricted Investment previously made pursuant tothis clause (i); *provided* that no Default or Eventof Default shall have occurred and be continuing immediately after making suchRestricted Investment;

###  

### (j)          the declaration and payment of dividends to holders ofany class or series of Disqualified Stock of the Issuer or any RestrictedSubsidiary issued on or after the date of this Indenture in accordance withSection 4.09 hereof; *provided* thatno Default or Event of Default shall have occurred and be continuingimmediately after making such Restricted Payment;

###  

### (k)         repurchases of Equity Interests deemed to occur uponexercise of stock options if such Equity Interests represent a portion of theexercise price of such options;

###  

### (l)          the payment of dividends or distributions on theIssuer’s common stock, following the first public offering of the Issuer’scommon stock or Holdings’ common stock after the date of this Indenture, of upto 6.0% per annum of (i) the net proceeds received by the Issuer from suchpublic offering of its common stock or (ii) the net proceeds received by theIssuer from such public offering of Holdings’ common stock as common equity or preferredequity (other than Disqualified Stock), other than, in each case, with respectto public offerings with respect to the Issuer’s common stock or Holdings’common stock registered on Form S-8; *provided* thatno Default or Event of Default shall have occurred and be continuingimmediately after any such payment of dividends or distributions;

###  

### (m)        the pledge by the Issuer of the Capital Stock of anUnrestricted Subsidiary of the Issuer to secure Non-Recourse Debt of suchUnrestricted Subsidiary;

###  

### (n)         the purchase, redemption or other acquisition orretirement for value of any Equity Interests of any Restricted Subsidiaryissued after the date of this Indenture, *provided* thatthe aggregate price paid for any such repurchased, redeemed, acquired or retiredEquity Interests shall not exceed the sum of (i) the amount of cash and CashEquivalents received by such Restricted Subsidiary from the issue or salethereof and (ii) any accrued dividends thereon the payment of which would bepermitted pursuant to clause (j) above;

###  

### (o)         any Investment in an Unrestricted Subsidiary that isfunded by Qualified Proceeds received by the Issuer on or after the date of theIndenture from contributions to the Issuer’s capital or from the issue and saleon or after the date of this Indenture of Equity Interests of the Issuer or ofDisqualified Stock or convertible debt securities to the extent they have beenconverted into such Equity Interests (other than Equity Interests, DisqualifiedStock or convertible debt securities sold to a Subsidiary of the Issuer andother

 

39

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than Disqualified Stock orconvertible debt securities that have been converted into Disqualified Stock)in an amount (measured at the time such Investment is made and without givingeffect to subsequent changes in value) that does not exceed the amount of suchQualified Proceeds;

###  

### (p)         distributions or payments of Receivables Fees; and

###  

### (q)         the repurchase of any Subordinated Debt at a purchaseprice not greater than 101% of the principal amount (or accreted value, asapplicable) thereof in the event of (x) a Change of Control or (y) an AssetSale; provided that, in each case, prior to the repurchase, the Issuer has madean offer to purchase the Notes pursuant to the Indenture and has repurchasedall Notes that were validly tendered for payment in connection with the offerto purchase.

###  

The board of directors ofthe Issuer may designate any Restricted Subsidiary to be an UnrestrictedSubsidiary if such designation would not cause a Default. For purposes ofmaking such designation, all outstanding Investments by the Issuer and itsRestricted Subsidiaries (except to the extent repaid in cash) in the Subsidiaryso designated will be deemed to be made at the time of such designation.  All such outstanding Investments will bedeemed to constitute Investments in an amount equal to the greater of (i) thenet book value of such Investments at the time of such designation and (ii) thefair market value of such Investments at the time of such designation. Suchdesignation will only be permitted if such Restricted Investment would bepermitted at such time and if such Restricted Subsidiary otherwise meets thedefinition of an Unrestricted Subsidiary.

 

The amount of (i) allRestricted Payments (other than cash) shall be the fair market value on thedate of the Restricted Payment of the asset(s) or securities proposed to betransferred or issued by the Issuer or such Restricted Subsidiary, as the casemay be, pursuant to the Restricted Payment and (ii) Qualified Proceeds (otherthan cash) shall be the fair market value on the date of receipt thereof by theIssuer of such Qualified Proceeds. The fair market value of any non-cashRestricted Payment shall be determined by the board of directors of the Issuerwhose resolution with respect thereto shall be delivered to the Trustee. Notlater than the date of making any Restricted Payment, the Issuer shall deliverto the Trustee an Officers’ Certificate stating that such Restricted Payment ispermitted and setting forth the basis upon which the calculations required bythis Section 4.07 were computed.

 

## *SECTION 4.08*.    DIVIDENDAND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, directly or indirectly,create or otherwise cause or suffer to exist or become effective anyencumbrance or restriction on the ability of any Restricted Subsidiary to(a)(i) pay dividends or make any other distributions to the Issuer or any ofits Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to anyother interest or participation in, or measured by, its profits, or (ii) payany Indebtedness owed to the Issuer or any of its Restricted Subsidiaries, (b)make loans or advances to the Issuer or any of its Restricted Subsidiaries or(c) transfer any of its properties or assets to the Issuer or any of itsRestricted Subsidiaries. However, the foregoing restrictions will not apply toencumbrances or restrictions existing under or by reason of (a) ExistingIndebtedness as in effect on the date of this Indenture, (b) the Senior CreditFacility and the Second Lien Credit Facility as in effect as of the date ofthis Indenture, and any amendments, modifications, restatements, renewals,increases, supplements, refundings, replacements or refinancings thereof, (c)this Indenture and the Notes, (d) applicable law and any applicable rule,regulation or order, (e) any agreement or instrument of a Person acquired bythe Issuer or any of its Restricted Subsidiaries as in effect at the time ofsuch acquisition (except to the extent created in contemplation of suchacquisition), which encumbrance or restriction is not applicable to any Person,or the properties or

 

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assets of any Person, otherthan the Person, or the property or assets of the Person, so acquired, *provided* that, in the case of Indebtedness, suchIndebtedness was permitted by the terms of this Indenture to be incurred, (f)customary non-assignment provisions in leases and contracts entered into in theordinary course of business and consistent with past practices, (g) purchasemoney obligations for property acquired in the ordinary course of business thatimpose restrictions of the nature described in clause (e) above on the propertyso acquired, (h) contracts for the sale of assets, including, withoutlimitation, customary restrictions with respect to a Subsidiary pursuant to anagreement that has been entered into for the sale or disposition of all orsubstantially all of the Capital Stock or assets of such Subsidiary, (i)Permitted Refinancing Indebtedness, *provided* thatthe restrictions contained in the agreements governing such PermittedRefinancing Indebtedness are, in the good faith judgment of the Issuer’s boardof directors, not materially less favorable, taken as a whole, to the Holdersof the Notes than those contained in the agreements governing the Indebtednessbeing refinanced, (j) secured Indebtedness otherwise permitted to be incurredpursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor todispose of the assets securing such Indebtedness, (k) restrictions on cash orother deposits or net worth imposed by customers under contracts entered intoin the ordinary course of business, (l) other Indebtedness or DisqualifiedStock of Restricted Subsidiaries permitted to be incurred subsequent to theIssuance Date pursuant to the provisions of Section 4.09 hereof, (m) customaryprovisions in joint venture agreements and other similar agreements enteredinto in the ordinary course of business, and (n) restrictions created inconnection with any Receivables Facility that, in the good faith determinationof the board of directors of the Issuer, are necessary or advisable to effectsuch Receivables Facility.

 

## *SECTION 4.09*.    INCURRENCEOF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

## * *

### (a)         The Issuer shall not, and shall not permit any of itsRestricted Subsidiaries to, directly or indirectly, create, incur, issue,assume, guarantee or otherwise become directly or indirectly liable,contingently or otherwise, with respect to (collectively, “*incur*”)any Indebtedness (including Acquired Indebtedness), (b) the Issuer will not,and will not permit any of its Restricted Subsidiaries to, issue any shares ofDisqualified Stock and (c) the Issuer will not permit any of its RestrictedSubsidiaries to issue any shares of preferred stock.

###  

The provisions of thefirst paragraph of this Section 4.09 will not apply to the incurrence of any ofthe following items of Indebtedness (collectively, “*PermittedIndebtedness*”):

 

### (i)          the incurrence by the Issuer and its RestrictedSubsidiaries of Indebtedness under (a) the Senior Credit Facility; *provided* that the aggregate principal amount of allIndebtedness (with letters of credit being deemed to have a principal amountequal to the maximum potential liability of the Issuer and such RestrictedSubsidiaries thereunder) then classified as having been incurred in relianceupon this clause (i) (a) that remains outstanding under the Senior CreditFacility after giving effect to such incurrence does not exceed an amount equalto $114.5 million plus the Net Senior Ratio Debt Amount (as defined in theSecond Lien Credit Facility in effect of the date of the Indenture); (b) theSecond Lien Credit Facility; *provided* thatthe aggregate principal amount of Indebtedness then classified as having beenincurred in reliance upon this clause (i)(b) that remains outstanding under theSecond Lien Credit Facility after giving effect to such incurrence does notexceed an amount equal to (1) $80.0 million *plus* (2) anyadditional amounts representing payment of interest thereon in kind and (c) anyCredit Facility; *provided* that the aggregateprincipal amount of Indebtedness then classified as having been incurred inreliance upon this clause (i)(c) that remains outstanding under CreditFacilities after giving effect to such incurrence does not exceed an amountequal to $20.0 million and *provided further*that such incurrence under this clause (c) is permitted by Section 6.1(x) ofthe Second Lien Credit Facility as in effect on the Issue Date;

###  

### (ii)         the incurrence by the Issuer and its RestrictedSubsidiaries of Existing Indebtedness;

 

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### (iii)        the incurrence by the Issuer of Indebtednessrepresented by the Notes and this Indenture and by the Guarantors ofIndebtedness represented by the Note Guarantees;

###  

### (iv)        the incurrence by Foreign Restricted Subsidiaries ofIndebtedness in an aggregate principal amount (or accreted value, asapplicable) not to exceed $10.0 million outstanding after giving effect to suchincurrence;

###  

### (v)         the incurrence by the Issuer or any of its RestrictedSubsidiaries of Indebtedness represented by Capital Expenditure Indebtedness,Capital Lease Obligations or purchase money obligations, in each case, incurredfor the purpose of financing all or any part of the purchase price or cost ofconstruction or improvement of property, plant or equipment used in thebusiness of the Issuer or such Restricted Subsidiary, in an aggregate principalamount (or accreted value, as applicable) not to exceed $7.5 millionoutstanding after giving effect to such incurrence;

###  

### (vi)        Indebtedness arising from agreements of the Issuer orany Restricted Subsidiary providing for indemnification, adjustment of purchaseprice or similar obligations, in each case, incurred or assumed in connectionwith the disposition of any business, assets or a Subsidiary, other thanguarantees of Indebtedness incurred by any Person acquiring all or any portionof such business, assets or Restricted Subsidiary for the purpose of financingsuch acquisition; *provided* that (A) suchIndebtedness is not reflected on the balance sheet of the Issuer or anyRestricted Subsidiary (contingent obligations referred to in a footnote orfootnotes to financial statements and not otherwise reflected on the balancesheet will not be deemed to be reflected on such balance sheet for purposes ofthis clause (A)) and (B) the maximum assumable liability in respect of suchIndebtedness shall at no time exceed the gross proceeds including non-cashproceeds (the fair market value of such non-cash proceeds being measured at thetime received and without giving effect to any subsequent changes in value)actually received by the Issuer and/or such Restricted Subsidiary in connectionwith such disposition;

###  

### (vii)       the incurrence by the Issuer or any of its RestrictedSubsidiaries of Permitted Refinancing Indebtedness in exchange for, or the netproceeds of which are used to refund, refinance or replace Indebtedness (otherthan intercompany Indebtedness) that was permitted by this Indenture to beincurred;

###  

### (viii)      the incurrence by the Issuer or any of its RestrictedSubsidiaries of intercompany Indebtedness between or among the Issuer and/orany of its Restricted Subsidiaries; *provided* that(i) if the Issuer is the obligor on such Indebtedness, such Indebtedness isexpressly subordinated to the prior payment in full in cash of all Obligationswith respect to the Notes, (ii) the aggregate principal amount (or accretedvalue, as applicable) of such Indebtedness of Foreign Restricted Subsidiariesowed to the Issuer or any Domestic Subsidiary, *plus*the aggregate amount of outstanding Investments (valued at the time made,without taking into account subsequent changes in value) by the Issuer and itsDomestic Subsidiaries in Foreign Restricted Subsidiaries pursuant to clause (a)of the definition of “Permitted Investments” shall not exceed at any time $10.0million and (iii)(A) any subsequent issuance or transfer of Equity Intereststhat results in any such Indebtedness being held by a Person other than theIssuer or a Restricted Subsidiary thereof and (B) any sale or other transfer ofany such Indebtedness to a Person that is not either the Issuer or a RestrictedSubsidiary thereof shall be deemed, in each case, to constitute an incurrenceof such Indebtedness by the Issuer or such Restricted Subsidiary, as the casemay be, that was not permitted by this clause (viii);

###  

### (ix)         the incurrence by the Issuer or any of its RestrictedSubsidiaries of Hedging Obligations that are incurred for the purpose of fixingor hedging (A) interest rate risk with respect to any floating rate Indebtednessthat is permitted by the terms of this Indenture to be outstanding and (B)exchange rate risk with respect to agreements or Indebtedness of such Personpayable denominated in a currency other than U.S.

 

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dollars, *provided*that such agreements do not increase the Indebtedness of the obligoroutstanding at any time other than as a result of fluctuations in foreigncurrency exchange rates or interest rates or by reason of fees, indemnities andcompensation payable thereunder;

###  

### (x)          the guarantee by the Issuer or any of its RestrictedSubsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary of theIssuer that was permitted to be incurred by another provision of this Section4.09;

###  

### (xi)         the incurrence by the Issuer or any of its RestrictedSubsidiaries of Acquired Indebtedness in an aggregate principal amount (oraccreted value, as applicable) not to exceed $5.0 million outstanding aftergiving effect to such incurrence;

###  

### (xii)        obligations in respect of performance and surety bondsand completion guarantees provided by the Issuer or any Restricted Subsidiaryin the ordinary course of business;

###  

### (xiii)       the incurrence by the Issuer or any of its RestrictedSubsidiaries of additional Indebtedness in an aggregate principal amount (oraccreted value, as applicable) outstanding after giving effect to suchincurrence, including all Permitted Refinancing Indebtedness incurred torefund, refinance or replace any Indebtedness incurred pursuant to this clause(xiii), not to exceed $10.0 million; and

###  

### (xiv)      the incurrence by the Issuer and its RestrictedSubsidiaries of Indebtedness under the Senior Subordinated Notes in anaggregate principal amount of (a) $100 million *minus*(b) the aggregate principal amount of Exchanged Senior Subordinated Notes.

###  

For purposes ofdetermining compliance with this Section 4.09, in the event that an item ofIndebtedness meets the criteria of more than one of the categories of PermittedIndebtedness described in clauses (i) through (xiv) above, the Issuer shall, inits sole discretion, classify such item of Indebtedness in any manner thatcomplies with this Section 4.09 and such item of Indebtedness will be treatedas having been incurred pursuant to only one of such clauses. In addition, theIssuer may, at any time, change the classification of an item of Indebtedness(or any portion thereof) to any other clause *provided*that the Issuer would be permitted to incur such item of Indebtedness (or suchportion thereof) pursuant to such other clause at such time ofreclassification. Accrual of interest, accretion or amortization of originalissue discount will not be deemed to be an incurrence of Indebtedness forpurposes of this Section 4.09.

 

## *SECTION 4.10*.    ASSETSALES

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, consummate an AssetSale unless (a) the Issuer or such Restricted Subsidiary, as the case may be,receives consideration at the time of such Asset Sale at least equal to thefair market value (evidenced by a resolution of the board of directors setforth in an Officers’ Certificate delivered to the Trustee) of the assets orEquity Interests issued or sold or otherwise disposed of and (b) at least 75%of the consideration therefor received by the Issuer or such RestrictedSubsidiary is in the form of (i) cash or Cash Equivalents or (ii) property orassets that are used or useful in a Permitted Business, or the Capital Stock ofany Person engaged in a Permitted Business if, as a result of the acquisitionby the Issuer or any Restricted Subsidiary thereof, such Person becomes aRestricted Subsidiary; *provided* thatthe amount of (x) any liabilities (as shown on the Issuer’s or such RestrictedSubsidiary’s most recent balance sheet), of the Issuer or any RestrictedSubsidiary (other than contingent liabilities and liabilities that are by theirterms subordinated to the Notes or any guarantee thereof) that are assumed bythe transferee of any such assets pursuant to a customary novation agreementthat releases the Issuer or such Restricted Subsidiary from further liability,(y) any securities, notes or other obligations received by the Issuer or anysuch Restricted Subsidiary from such transferee that are contemporaneously(subject to

 

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ordinary settlement periods)converted by the Issuer or such Restricted Subsidiary into cash or CashEquivalents (to the extent of the cash or Cash Equivalents received), and (z)any Designated Noncash Consideration received by the Issuer or any of itsRestricted Subsidiaries in such Asset Sale having an aggregate fair marketvalue, taken together with all other Designated Noncash Consideration receivedpursuant to this clause (z) that is at that time outstanding, not to exceed 15%of Total Assets at the time of the receipt of such Designated NoncashConsideration (with the fair market value of each item of Designated NoncashConsideration being measured at the time received and without giving effect tosubsequent changes in value), shall be deemed to be cash for purposes of thisSection 4.10; and *provided*further that the 75%limitation referred to in clause (b) above will not apply to any Asset Sale inwhich the cash or Cash Equivalents portion of the consideration receivedtherefrom, determined in accordance with the foregoing proviso, is equal to orgreater than what the after-tax proceeds would have been had such Asset Salecomplied with the aforementioned 75% limitation.

 

Within 365 days after thereceipt of any Net Proceeds from an Asset Sale, the Issuer or any suchRestricted Subsidiary shall apply such Net Proceeds, at its option (or to theextent the Issuer is required to apply such Net Proceeds pursuant to the termsof the Senior Credit Facility or Second Lien Credit Facility), to (a) repay orpurchase Pari Passu Indebtedness of the Issuer or any Indebtedness of anyRestricted Subsidiary, *provided* that,if the Issuer shall so repay or purchase Pari Passu Indebtedness of the Issuer(other than secured Indebtedness), it will equally and ratably reduceIndebtedness under the Notes if the Notes are then redeemable, or, if the Notesmay not then be redeemed, the Issuer shall make an offer (in accordance withthe procedures set forth below for an Asset Sale Offer) to all Holders of Notesto purchase at a purchase price equal to 100% of the Accreted Value of theNotes, the Notes that would otherwise be redeemed or (b) an investment inproperty, the making of a capital expenditure or the acquisition of assets thatare used or useful in a Permitted Business, or Capital Stock of any Personprimarily engaged in a Permitted Business if (i) as a result of theacquisition by the Issuer or any Restricted Subsidiary thereof, such Personbecomes a Restricted Subsidiary or (ii) the Investment in such CapitalStock is permitted by clause (f) of the definition of PermittedInvestments. Pending the final application of any such Net Proceeds, the Issuermay temporarily reduce Indebtedness or otherwise invest such Net Proceeds inany manner that is not prohibited by this Indenture. Any Net Proceeds fromAsset Sales that are not applied or invested as provided in the first sentenceof this paragraph will be deemed to constitute “Excess Proceeds.” When theaggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall berequired to make an offer to all Holders of Notes (an “Asset Sale Offer”) topurchase the maximum principal amount at maturity of Notes that may bepurchased out of the Excess Proceeds, at an offer price in cash in an amountequal to 100% of the Accreted Value thereof, in accordance with the proceduresset forth in this Indenture. To the extent that any Excess Proceeds remainafter consummation of an Asset Sale Offer, the Issuer may use such ExcessProceeds for any purpose not otherwise prohibited by this Indenture. If theaggregate principal amount of Notes surrendered by Holders thereof inconnection with an Asset Sale Offer exceeds the amount of Excess Proceeds, theTrustee shall select the Notes to be purchased as set forth in Section 3.02hereof. Upon completion of such offer to purchase, the amount of ExcessProceeds shall be reset at zero.

 

The Issuer shall complywith the requirements of Rule 14e-1 under the Exchange Act and any othersecurities laws and regulations thereunder to the extent such laws andregulations are applicable in connection with the repurchase of the Notespursuant to an Asset Sale Offer. To the extent that the provisions of anysecurities laws or regulations conflict with the provisions of this Indenturerelating to such Asset Sale Offer, the Issuer will comply with the applicablesecurities laws and regulations and shall not be deemed to have breached itsobligations described in this Indenture by virtue thereof.

 

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## *SECTION 4.11*.    TRANSACTIONSWITH AFFILIATES.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, make any payment to, orsell, lease, transfer or otherwise dispose of any of its properties or assetsto, or purchase any property or assets from, or enter into or make or amend anytransaction, contract, agreement, understanding, loan, advance or guaranteewith, or for the benefit of, any Affiliate of the Issuer (each of theforegoing, an “*Affiliate Transaction*”), unless(a) such Affiliate Transaction is on terms that are no less favorable to theIssuer or such Restricted Subsidiary than those that would have been obtainedin a comparable transaction by the Issuer or such Restricted Subsidiary with anunrelated Person and (b) the Issuer delivers to the Trustee, with respect toany Affiliate Transaction or series of related Affiliate Transactions involvingaggregate consideration in excess of $7.5 million, either (i) a resolution ofthe board of directors set forth in an Officers’ Certificate certifying thatsuch Affiliate Transaction complies with clause (a) above and that suchAffiliate Transaction has been approved by a majority of the disinterestedmembers of the board of directors or (ii) an opinion as to the fairness to theHolders of such Affiliate Transaction from a financial point of view issued byan accounting, appraisal or investment banking firm of national standing.

 

Notwithstanding theforegoing, the following items shall not be deemed to be AffiliateTransactions:

 

(a) customary directors’fees, indemnification or similar arrangements or any employment agreement orother compensation plan or arrangement entered into by the Issuer or any of itsRestricted Subsidiaries in the ordinary course of business (including ordinarycourse loans to employees not to exceed (i) $5.0 million outstanding in theaggregate at any time and (ii) $2.0 million to any one employee) and consistentwith the past practice of the Issuer or such Restricted Subsidiary; (b)transactions between or among the Issuer and/or its Restricted Subsidiaries;(c) payments of customary fees by the Issuer or any of its RestrictedSubsidiaries to DLJMB and its Affiliates made for any financial advisory,financing, underwriting or placement services or in respect of other investmentbanking activities, including, without limitation, in connection withacquisitions or divestitures which are approved by a majority of the board ofdirectors in good faith; (d) any agreement as in effect on the date of thisIndenture or any amendment thereto (so long as such amendment is notdisadvantageous to the Holders of the Notes in any material respect) or anytransaction contemplated thereby; (e) payments and transactions in connectionwith the Senior Credit Facility and the Second Lien Credit Facility, and thepayment of the fees and expenses with respect thereto; (f) Restricted Paymentsthat are permitted by Section 4.07 hereof and any Permitted Investments; (g)payments and transactions in connection with the GTP Investment, and thepayment of fees and expenses with respect thereto; and (h) sales of accountsreceivable, or participations therein, in connection with any ReceivablesFacility.

 

## *SECTION 4.12*.    LIENS.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, directly or indirectly,create, incur, assume or suffer to exist any Lien, other than a Permitted Lien,that secures obligations under any Pari Passu Indebtedness or subordinatedIndebtedness of the Issuer or any Restricted Subsidiary on any asset orproperty now owned or hereafter acquired by the Issuer or any of its RestrictedSubsidiaries, or any income or profits therefrom or assign or convey any rightto receive income therefrom, unless the Notes are equally and ratably securedwith the obligations so secured until such time as such obligations are nolonger secured by a Lien; *provided* that,in any case involving a Lien securing subordinated Indebtedness of the Issuer,such Lien is subordinated to the Lien securing the Notes to the same extentthat such subordinated Indebtedness is subordinated to the Notes.

 

## *SECTION 4.13*.    CORPORATEEXISTENCE.

## * *

Subject to Article 5hereof, the Issuer shall do or cause to be done all things necessary topreserve and keep in full force and effect (i) the corporate, partnership orother existence of itself and each of its

 

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Subsidiaries, in accordancewith the respective organizational documents (as the same may be amended from timeto time) of the Issuer or any such Subsidiary and (ii) the rights (charter andstatutory), licenses and franchises of the Issuer and its Subsidiaries; *provided, however*, that the Issuer shall not be required topreserve any such right, license or franchise, or the corporate, partnership orother existence of itself and any of its Subsidiaries, if the Board ofDirectors shall determine that the preservation thereof is no longer desirablein the conduct of the business of the Issuer and its Subsidiaries, taken as awhole, and that the loss thereof is not adverse in any material respect to theHolders of the Notes.

 

## *SECTION 4.14*.    OFFER TOREPURCHASE UPON CHANGE OF CONTROL.

## * *

### (a)         Upon the occurrence of a Change of Control, eachHolder of Notes will have the right to require the Issuer to repurchase all orany part (equal to $1,000 or an integral multiple thereof) of such Holder’sNotes pursuant to the offer described below (the “*Change ofControl Offer*”) at an offer price in cash equal to 101% of theaggregate Accreted Value thereof (the “*Change of Control Payment*”).  Within 60 days following any Change ofControl, the Issuer will (or will cause the Trustee to) mail a notice to eachHolder describing the transaction or transactions that constitute the Change ofControl and offering to repurchase Notes on the date specified in such notice,which date shall be no earlier than 30 days and no later than 60 days from thedate such notice is mailed (the “*Change of Control PaymentDate*”), pursuant to the procedures required by this Indenture anddescribed in such notice. The Issuer shall comply with the requirements of Rule14e-1 under the Exchange Act and any other securities laws and regulationsthereunder to the extent such laws and regulations are applicable in connectionwith the repurchase of the Notes as a result of a Change of Control. To theextent that the provisions of any securities laws or regulations conflict withthe provisions of this Indenture relating to such Change of Control Offer, theIssuer shall comply with the applicable securities laws and regulations andshall not be deemed to have breached their obligations described in thisIndenture by virtue thereof.

###  

On the Change of ControlPayment Date, the Issuer shall, to the extent lawful, (a) accept for paymentall Notes or portions thereof properly tendered pursuant to the Change ofControl Offer, (b) deposit with the Paying Agent an amount equal to the Changeof Control Payment in respect of all Notes or portions thereof so tendered and(c) deliver or cause to be delivered to the Trustee the Notes so acceptedtogether with an Officers’ Certificate stating the aggregate Accreted Value andprincipal amount at maturity of Notes or portions thereof being purchased bythe Issuer. The Paying Agent will promptly mail to each Holder of Notes sotendered the Change of Control Payment for such Notes, and the Trustee willpromptly authenticate and mail (or cause to be transferred by book-entry) toeach Holder a new Note equal in principal amount at maturity to any unpurchasedportion of the Notes surrendered, if any; *provided* thateach such new Note will be in a principal amount at maturity of $1,000 or anintegral multiple thereof.  Prior tocomplying with the provisions of this Section 4.14, but in any event within 90days following a Change of Control, the Issuer shall either repay alloutstanding Indebtedness or obtain the requisite consents, if any, under allagreements governing outstanding Indebtedness to permit the repurchase of Notesrequired by this Section 4.14. The Issuer shall publicly announce the resultsof the Change of Control Offer on or as soon as practicable after the Change ofControl Payment Date.

 

### (b)         Notwithstanding anything to the contrary in thisSection 4.14, the Issuer will not be required to make a Change of Control Offerupon a Change of Control if a third party makes the Change of Control Offer inthe manner, at the times and otherwise in compliance with the requirements setforth in this Indenture applicable to a Change of Control Offer made by theIssuer and purchases all Notes validly tendered and not withdrawn under suchChange of Control Offer.

 

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## *SECTION 4.15*.    SALE ANDLEASEBACK TRANSACTIONS.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, enter into any sale andleaseback transaction; *provided* thatthe Issuer or any Restricted Subsidiary may enter into a sale and leasebacktransaction if (a) the Issuer or such Restricted Subsidiary, as the case maybe, could have (i) incurred Indebtedness in an amount equal to the AttributableIndebtedness relating to such sale and leaseback transaction pursuant toSection 4.09 herein and (ii) incurred a Lien to secure such Indebtednesspursuant to Section 4.12 hereof, (b) the gross cash proceeds of such sale andleaseback transaction are at least equal to the fair market value (asdetermined in good faith by the board of directors and set forth in anOfficers’ Certificate delivered to the Trustee) of the property that is thesubject of such sale and leaseback transaction and (c) the transfer of assetsin such sale and leaseback transaction is permitted by, and the Issuer appliesthe proceeds of such transaction in compliance with, Section 4.10 hereof.

 

## *SECTION 4.16*.    ACCOUNTSRECEIVABLE FACILITY

## * *

No Accounts ReceivableSubsidiary will incur any Indebtedness if immediately after giving effect tosuch incurrence the aggregate outstanding Indebtedness of all AccountsReceivable Subsidiaries (excluding any Indebtedness owed to the Issuer or anyRestricted Subsidiary) would exceed $60.0 million.

 

## *SECTION 4.17*.    ADDITIONALNOTE GUARANTEES

## * *

If the Issuer acquires orcreates any new Domestic Subsidiary, then such Domestic Subsidiary shall becomea Guarantor by executing a Supplemental Indenture in the form attached heretoas Exhibit E and deliver an Opinion of Counsel to the Trustee to the effectthat such Supplemental Indenture has been duly authorized, executed anddelivered by such Subsidiary and constitutes a valid and binding obligation ofsuch Subsidiary, enforceable against such Subsidiary in accordance with itsterms (subject to customary exceptions).

 

# ARTICLE 5.

# SUCCESSORS

#  

## *SECTION 5.01*.    MERGER,CONSOLIDATION, OR SALE OF ASSETS.

## * *

The Issuer may notconsolidate or merge with or into (whether or not the Issuer is the survivingcorporation), or sell, assign, transfer, convey or otherwise dispose of all orsubstantially all of its properties or assets in one or more relatedtransactions, to another Person unless (a) the Issuer is the survivingcorporation or the Person formed by or surviving any such consolidation ormerger (if other than the Issuer) or to which such sale, assignment, transfer,conveyance or other disposition shall have been made is a corporation organizedor existing under the laws of the United States, any state thereof or theDistrict of Columbia, (b) the Person formed by or surviving any suchconsolidation or merger (if other than the Issuer) or the Person to which suchsale, assignment, transfer, conveyance or other disposition shall have beenmade assumes all the obligations of the Issuer under the Registration RightsAgreement, the Notes and this Indenture pursuant to a supplemental indenture ina form reasonably satisfactory to the Trustee, (c) immediately after suchtransaction no Default or Event of Default exists and (d) the Issuer or thePerson formed by or surviving any such consolidation or merger (if other thanthe Issuer), or to which such sale, assignment, transfer, conveyance or otherdisposition shall have been made (i) will, at the time of such transaction andafter giving pro forma effect thereto as if such transaction had occurred atthe beginning of the applicable four-quarter period, have a Fixed ChargeCoverage Ratio of at least 2.0 to 1 or (ii) would (together with its RestrictedSubsidiaries) have a higher Fixed Charge Coverage Ratio immediately after suchtransaction (after giving pro forma effect thereto as if such transaction hadoccurred at the beginning of the applicable four-quarter period) than the FixedCharge Coverage Ratio of the Issuer and its Restricted Subsidiaries immediatelyprior to such transaction. The foregoing clause (d) will

 

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not prohibit (a) a mergerbetween the Issuer and a Wholly Owned Subsidiary of Holdings created for thepurpose of holding the Capital Stock of the Issuer, (b) a merger between theIssuer and a Wholly Owned Restricted Subsidiary or (c) a merger between theIssuer and an Affiliate incorporated solely for the purpose of reincorporatingthe Issuer in another State of the United States so long as, in each case, theamount of Indebtedness of the Issuer and its Restricted Subsidiaries is notincreased thereby.  The Issuer shall notlease all or substantially all of its assets to any Person.

 

## *SECTION 5.02*.    SUCCESSORCORPORATION SUBSTITUTED.

## * *

Upon any consolidation ormerger, or any sale, assignment, transfer, lease, conveyance or otherdisposition of all or substantially all of the assets of the Issuer in accordancewith Section 5.01 hereof, the successor corporation formed by suchconsolidation or into or with which the Issuer is merged or to which such sale,assignment, transfer, lease, conveyance or other disposition is made shallsucceed to, and be substituted for (so that from and after the date of suchconsolidation, merger, sale, lease, conveyance or other disposition, theprovisions of this Indenture referring to the “Issuer” shall refer instead tothe successor corporation and not to the Issuer), and may exercise every rightand power of the Issuer under this Indenture with the same effect as if suchsuccessor Person had been named as the Issuer herein; *provided,however,* that the predecessor Issuer shall not be relieved from theobligation to pay the principal of the Notes except in the case of a sale ofall of the Issuer’s assets that meets the requirements of Section 5.01 hereof.

 

# ARTICLE 6.

# DEFAULTS AND REMEDIES

#  

## *SECTION 6.01*.    EVENTS OFDEFAULT.

## * *

Each of the followingconstitutes an Event of Default:

 

### (a)         default in payment when due of the principal of orpremium, if any, on the Notes;

###  

### (b)         failure by the Issuer or any of its RestrictedSubsidiaries for 30 days after receipt of notice from the Trustee or Holders ofat least 25% in principal amount of the Notes then outstanding to comply withSections 4.07, 4.09, 4.10, 4.14 or Article 5 hereof;

###  

### (c)         failure by the Issuer for 60 days after notice fromthe Trustee or the Holders of at least 25% in principal amount of the Notesthen outstanding to comply with any of its other agreements in this Indentureor the Notes;

###  

### (d)         default under any mortgage, indenture or instrumentunder which there may be issued or by which there may be secured or evidencedany Indebtedness for money borrowed by the Issuer or any of its RestrictedSubsidiaries (or the payment of which is guaranteed by the Issuer or any of itsRestricted Subsidiaries), whether such Indebtedness or guarantee now exists, oris created after the date of this Indenture, which default (i) is caused by afailure to pay Indebtedness at its stated final maturity (after giving effectto any applicable grace period provided in such Indebtedness) (a “*Payment Default*”) or (ii) results in the acceleration ofsuch Indebtedness prior to its stated final maturity and, in each case, theprincipal amount of any such Indebtedness, together with the principal amountof any other such Indebtedness under which there has been a Payment Default orthe maturity of which has been so accelerated, aggregates $10.0 million or more;

###  

### (e)         failure by the Issuer or any of its RestrictedSubsidiaries to pay final judgments aggregating in excess of $10.0 million (netof any amounts with respect to which a reputable and creditworthy insurance

 

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company has acknowledgedliability in writing), which judgments are not paid, discharged or stayed for aperiod of 60 days;

###  

### (f)          except as permitted by this Indenture, any NoteGuarantee shall be held in any judicial proceeding to be unenforceable orinvalid or shall cease for any reason to be in full force and effect or anyGuarantor, or any Person acting on behalf of any Guarantor, shall deny ordisaffirm its obligations under its Note Guarantee; and

###  

### (g)         the Issuer or any of its Restricted Subsidiaries thatis a Significant Subsidiary or any group of Restricted Subsidiaries that, takenas a whole, would constitute a Significant Subsidiary, pursuant to or withinthe meaning of Bankruptcy Law:

###  

#### (i)            commences a voluntarycase,

####  

#### (ii)           consents to the entryof an order for relief against it in an involuntary case,

####  

#### (iii)          consents to theappointment of a Custodian of it or for all or substantially all of itsproperty,

####  

#### (iv)          makes a generalassignment for the benefit of its creditors, or

####  

#### (v)           generally is not payingits debts as they become due; or

####  

### (h)         a court of competent jurisdiction enters an order ordecree under any Bankruptcy Law that:

###  

#### (i)            isfor relief against the Issuer or any of its Restricted Subsidiaries that is aSignificant Subsidiary or any group of Restricted Subsidiaries that, taken as awhole, would constitute a Significant Subsidiary in an involuntary case;

####  

#### (ii)           appointsa Custodian of the Issuer or any of its Restricted Subsidiaries that is aSignificant Subsidiary or any group of Restricted Subsidiaries that, taken as awhole, would constitute a Significant Subsidiary or for all or substantiallyall of the property of the Issuer or any of its Restricted Subsidiaries that isa Significant Subsidiary or any group of Restricted Subsidiaries that, taken asa whole, would constitute a Significant Subsidiary; or

####  

#### (iii)          orders the liquidation of the Issuer or anyof its Restricted Subsidiaries that is a Significant Subsidiary or any group ofRestricted Subsidiaries that, taken as a whole, would constitute a SignificantSubsidiary;

####  

and the order or decreeremains unstayed and in effect for 60 consecutive days.

 

## *SECTION 6.02*.    ACCELERATION.

## * *

If any Event of Default(other than an Event of Default specified in clause (g) or (h) of Section 6.01hereof with respect to the Issuer, any Restricted Subsidiaries that is aSignificant Subsidiary or any group of Restricted Subsidiaries that, taken as awhole, would constitute a Significant Subsidiary) occurs and is continuing, theTrustee or the Holders of at least 25% in principal amount at maturity of thethen outstanding Notes may declare the Accreted Value of all the Notes to bedue and payable immediately.  Upon anysuch declaration, the Accreted Value of the Notes shall become due and payableimmediately.  Notwithstanding theforegoing, if an Event of Default specified in clause (g) or (h) of Section6.01 hereof occurs with respect

 

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to the Issuer, any of itsRestricted Subsidiaries that is a Significant Subsidiary or any group ofRestricted Subsidiaries that, taken as a whole, would constitute a SignificantSubsidiary, the Accreted Value of all outstanding Notes shall become due andpayable immediately without further action or notice.  The Holders of a majority in aggregateprincipal amount at maturity of the then outstanding Notes by written notice tothe Trustee may on behalf of all of the Holders rescind an acceleration and itsconsequences if the rescission would not conflict with any judgment or decreeand if all existing Events of Default (except nonpayment of principal, interestor premium that has become due solely because of the acceleration) have beencured or waived, *provided* that, in the event of adeclaration of acceleration of the Notes because an Event of Default hasoccurred and is continuing as a result of the acceleration of any Indebtednessdescribed in clause (d) of Section 6.01 hereof, the declaration ofacceleration of the Notes shall be automatically annulled if the holders of anyIndebtedness described in clause (d) have rescinded the declaration ofacceleration in respect of such Indebtedness within 30 days of the date of suchdeclaration and if (i) the annulment of the acceleration of the Noteswould not conflict with any judgment or decree of a court of competentjurisdiction and (ii) all existing Events of Default, except non-paymentof principal or interest on the Notes that became due solely because of theacceleration of the Notes, have been cured or waived.

 

## *SECTION 6.03*.    OTHERREMEDIES.

## * *

If an Event of Defaultoccurs and is continuing, the Trustee may pursue any available remedy tocollect the payment of principal, or premium, if any, on the Notes or toenforce the performance of any provision of the Notes or this Indenture.

 

The Trustee may maintaina proceeding even if it does not possess any of the Notes or does not produceany of them in the proceeding.  A delay or omission by the Trustee or anyHolder of a Note in exercising any right or remedy accruing upon an Event ofDefault shall not impair the right or remedy or constitute a waiver of oracquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

 

## *SECTION 6.04*.    WAIVER OFPAST DEFAULTS.

## * *

Holders of not less thana majority in aggregate principal amount at maturity of the then outstandingNotes by notice to the Trustee may on behalf of the Holders of all of the Noteswaive an existing Default or Event of Default and its consequences hereunder,except a continuing Default or Event of Default in the payment of the principalof, and premium on, the Notes (including in connection with an offer topurchase) (*provided, however*, that the Holders of amajority in aggregate principal amount at maturity of the then outstandingNotes may rescind an acceleration and its consequences, including any relatedpayment default that resulted from such acceleration).  Upon any such waiver, such Default shallcease to exist, and any Event of Default arising therefrom shall be deemed tohave been cured for every purpose of this Indenture; but no such waiver shallextend to any subsequent or other Default or impair any right consequentthereon.

 

## *SECTION 6.05*.    CONTROL BYMAJORITY.

## * *

Holders of a majority inprincipal amount at maturity of the then outstanding Notes may direct the time,method and place of conducting any proceeding for exercising any remedyavailable to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow anydirection that conflicts with law or this Indenture that the Trustee determinesmay be unduly prejudicial to the rights of other Holders of Notes or that mayinvolve the Trustee in personal liability.

 

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## *SECTION 6.06*.    LIMITATIONON SUITS.

## * *

A Holder of a Note maypursue a remedy with respect to this Indenture or the Notes only if:

 

### (a)         the Holder of a Note gives to the Trustee writtennotice of a continuing Event of Default;

###  

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

###  

### (c)         such Holder of a Note or Holders of Notes offer and,if requested, provide to the Trustee indemnity satisfactory to the Trusteeagainst any loss, liability or expense;

###  

### (d)         the Trustee does not comply with the request within 60days after receipt of the request and the offer and, if requested, theprovision of indemnity; and

###  

### (e)         during such 60-day period the Holders of a majority inprincipal amount at maturity of the then outstanding Notes do not give theTrustee a direction inconsistent with the request.

###  

A Holder of a Note maynot use this Indenture to prejudice the rights of another Holder of a Note orto obtain a preference or priority over another Holder of a Note.

 

## *SECTION 6.07*.    RIGHTS OFHOLDERS OF NOTES TO RECEIVE PAYMENT.

## * *

Notwithstanding any otherprovision of this Indenture, the right of any Holder of a Note to receivepayment of principal, and premium, if any, on the Note, on or after therespective due dates expressed in the Note (including in connection with anoffer to purchase), or to bring suit for the enforcement of any such payment onor after such respective dates, shall not be impaired or affected without theconsent of such Holder.

 

## *SECTION 6.08*.    COLLECTIONSUIT BY TRUSTEE.

## * *

If an Event of Defaultspecified in Section 6.01 (a) occurs and is continuing, the Trustee isauthorized to recover judgment in its own name and as trustee of an expresstrust against the Issuer for the whole amount of principal of, and premium andinterest on overdue principal and such further amount as shall be sufficient tocover the costs and expenses of collection, including the reasonablecompensation, expenses, disbursements and advances of the Trustee, its agents andcounsel.

 

## *SECTION 6.09*.    TRUSTEEMAY FILE PROOFS OF CLAIM.

## * *

The Trustee is authorizedto file such proofs of claim and other papers or documents as may be necessaryor advisable in order to have the claims of the Trustee (including any claimfor the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel) and the Holders of the Notes allowed in anyjudicial proceedings relative to the Issuer (or any other obligor upon theNotes), its creditors or its property and shall be entitled and empowered tocollect, receive and distribute any money or other property payable ordeliverable on any such claims and any custodian in any such judicialproceeding 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 paymentsdirectly to the Holders, to pay to the Trustee any amount due to it for thereasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel, and any other amounts due the Trustee underSection 7.07 hereof.  To the extent that the payment of any suchcompensation, expenses, disbursements and advances of the Trustee, its agentsand counsel, and any other amounts due the Trustee under Section 7.07 hereofout of the estate in any such

 

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proceeding, shall be denied forany reason, payment of the same shall be secured by a Lien on, and shall bepaid out of, any and all distributions, dividends, money, securities and otherproperties that the Holders may be entitled to receive in such proceedingwhether in liquidation or under any plan of reorganization or arrangement orotherwise.  Nothing herein containedshall be deemed to authorize the Trustee to authorize or consent to or acceptor adopt on behalf of any Holder any plan of reorganization, arrangement,adjustment or composition affecting the Notes or the rights of any Holder, orto authorize the Trustee to vote in respect of the claim of any Holder in anysuch proceeding.

 

## *SECTION 6.10*.    PRIORITIES.

 

If the Trustee collectsany money pursuant to this Article 6, it shall pay out the money in thefollowing order:

 

*First:* to the Trustee, its agents and attorneys for amounts due under Section7.07 hereof, including payment of all compensation, expense and liabilitiesincurred, and all advances made, by the Trustee and the costs and expenses ofcollection;

 

*Second:* to Holders of Notes for amounts due and unpaid on the Notes forprincipal, premium and interest, if any, ratably, without preference orpriority of any kind, according to the amounts due and payable on the Notes forprincipal, premium and interest, if any, respectively; and

 

*Third:* to the Issuer or to such party as a court of competent jurisdictionshall direct.

 

The Trustee may fix arecord date and payment date for any payment to Holders of Notes pursuant tothis Section 6.10.

 

## *SECTION 6.11*.    UNDERTAKINGFOR COSTS.

## * *

In any suit for theenforcement of any right or remedy under this Indenture or in any suit againstthe Trustee for any action taken or omitted by it as a Trustee, a court in itsdiscretion may require the filing by any party litigant in the suit of anundertaking to pay the costs of the suit, and the court in its discretion mayassess reasonable costs, including reasonable attorneys’ fees, against anyparty litigant in the suit, having due regard to the merits and good faith ofthe claims or defenses made by the party litigant.  This Section does notapply to a suit by the Trustee, a suit by a Holder of a Note pursuant toSection 6.07 hereof, or a suit by Holders of more than 10% in principal amountat maturity of the then outstanding Notes.

 

# ARTICLE 7.

# TRUSTEE

#  

## *SECTION 7.01*.    DUTIES OFTRUSTEE.

## * *

### (a)         If an Event of Default has occurred and is continuing,the Trustee shall exercise such of the rights and powers vested in it by thisIndenture, and use the same degree of care and skill in its exercise, as aprudent man would exercise or use under the circumstances in the conduct of hisown affairs.

###  

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

###  

#### (i)            the duties of theTrustee shall be determined solely by the express provisions of this Indentureand the Trustee need perform only those duties that are specifically set forth inthis

 

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#### Indenture and no others,and no implied covenants or obligations shall be read into this Indentureagainst the Trustee; and

####  

#### (ii)           in the absence of badfaith on its part, the Trustee may conclusively rely, as to the truth of thestatements and the correctness of the opinions expressed therein, uponcertificates or opinions furnished to the Trustee and conforming to therequirements of this Indenture.  However, the Trustee shall examine thecertificates and opinions to determine whether or not they conform to therequirements of this Indenture.

####  

### (c)         The Trustee may not be relieved from liabilities forits own negligent action, its own negligent failure to act, or its own willfulmisconduct, except that:

###  

#### (i)            this paragraph doesnot limit the effect of paragraph (b) of this Section 7.01;

####  

#### (ii)           the Trustee shall notbe liable for any error of judgment made in good faith by a ResponsibleOfficer, unless it is proved that the Trustee was negligent in ascertaining thepertinent facts; and

####  

#### (iii)          the Trustee shall not beliable with respect to any action it takes or omits to take in good faith inaccordance with a direction received by it pursuant to Section 6.05 hereof.

####  

### (d)         Whether or not therein expressly so provided, everyprovision of this Indenture that in any way relates to the Trustee is subjectto paragraphs (a), (b), (c), (e) and (f) of this Section 7.01 and Section 7.02hereof.

###  

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

###  

### (f)          The Trustee shall not be liable for interest on anymoney received by it except as the Trustee may agree in writing with theIssuer.  Money held in trust by the Trustee need not be segregated fromother funds except to the extent required by law.

###  

## *SECTION 7.02*.    RIGHTS OFTRUSTEE.

## * *

### (a)         The Trustee may conclusively rely upon any documentbelieved by it to be genuine and to have been signed or presented by the properPerson.  The Trustee need not investigate any fact or matter stated in thedocument.

###  

### (b)         Before the Trustee acts or refrains from acting, itmay require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for anyaction it takes or omits to take in good faith in reliance on such Officers’Certificate or Opinion of Counsel.  The Trustee may consult with counseland the written advice of such counsel or any Opinion of Counsel shall be fulland complete authorization and protection from liability in respect of anyaction taken, suffered or omitted by it hereunder in good faith and in reliancethereon.

###  

### (c)         The Trustee may act through its attorneys and agentsand shall not be responsible for the misconduct or negligence of any agentappointed with due care.

 

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

###  

### (e)         Unless otherwise specifically provided in thisIndenture, any demand, request, direction or notice from the Issuer shall besufficient if signed by an Officer of the Issuer.

###  

### (f)          The Trustee shall be under no obligation to exerciseany of the rights or powers vested in it by this Indenture at the request ordirection of any of the Holders unless such Holders shall have offered to theTrustee reasonable security or indemnity against the costs, expenses andliabilities that might be incurred by it in compliance with such request ordirection.

###  

### (g)         Except with respect to Section 4.01 hereof, theTrustee shall have no duty to inquire as to the performance of the Issuer’scovenants in Article 4 hereof.  Inaddition, the Trustee shall not be deemed to have knowledge of any Default orEvent of Default except (i) any Event of Default occurring pursuant to Sections6.01(a) and 4.01 or (ii) any Default or Event of Default of which the Trusteeshall have received written notification or obtained actual knowledge.

###  

### (h)         The Trustee shall not be bound to make anyinvestigation into the facts or matters stated in any resolution, certificate,statement, instrument, opinion, report, notice, request, direction, consent,order, bond, debenture, note, other evidence of indebtedness or other paper ordocument, but the Trustee may, in its discretion, make such further inquiry orinvestigation into such facts or matters as it may see fit and if the Trusteeshall determine to make such further inquiry or investigation, it shall beentitled to examine the books, records and premises of the Issuer personally orby agent or attorney.

###  

## *SECTION 7.03*.    INDIVIDUALRIGHTS OF TRUSTEE.

## * *

The Trustee in itsindividual or any other capacity may become the owner or pledgee of Notes andmay otherwise deal with the Issuer or any Affiliate of the Issuer with the samerights it would have if it were not Trustee.  However, in the event thatthe Trustee acquires any conflicting interest it must eliminate such conflictwithin 90 days, apply to the Commission for permission to continue as trusteeor resign.  Any Agent may do the samewith like rights and duties.  The Trusteeis also subject to Sections 7.10 and 7.11 hereof.

 

## *SECTION 7.04*.    TRUSTEE’SDISCLAIMER.

## * *

The Trustee shall not beresponsible for and makes no representation as to the validity or adequacy ofthis Indenture or the Notes, it shall not be accountable for the Issuer’s useof the proceeds from the Notes or any money paid to the Issuer or upon theIssuer’s direction under any provision of this Indenture, it shall not beresponsible for the use or application of any money received by any PayingAgent other than the Trustee, and it shall not be responsible for any statementor recital herein or any statement in the Notes or any other document inconnection with the sale of the Notes or pursuant to this Indenture other thanits certificate of authentication.

 

## *SECTION 7.05*.    NOTICE OFDEFAULTS.

## * *

If a Default or Event ofDefault occurs and is continuing and if it is known to the Trustee, the Trusteeshall mail to Holders of Notes a notice of the Default or Event of Defaultwithin 90 days after it occurs.  Except in the case of a Default or Eventof Default in payment of principal of, or premium, if any, on any Note, theTrustee may withhold the notice if and so long as a committee of itsResponsible Officers in good faith determines that withholding the notice is inthe interests of the Holders of the Notes.

 

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## *SECTION 7.06*.    REPORTS BYTRUSTEE TO HOLDERS OF THE NOTES.

## * *

Within 60 days after eachMarch 15 beginning with the March 15 following the date of this Indenture, andfor so long as Notes remain outstanding, the Trustee shall mail to the Holdersof the Notes a brief report dated as of such reporting date that complies withTIA § 313(a) (but if no event described in TIA § 313(a) has occurredwithin the twelve months preceding the reporting date, no report need betransmitted).  The Trustee also shall comply with TIA § 313 (b)(2).  The Trustee shall also transmit by mail allreports as required by TIA § 313(c).

 

A copy of each report atthe time of its mailing to the Holders of Notes shall be mailed to the Issuerand filed with the Commission and each stock exchange on which the Notes arelisted in accordance with TIA § 313(d).  The Issuer shall promptlynotify the Trustee when the Notes are listed on any stock exchange.

 

## *SECTION 7.07*.    COMPENSATIONAND INDEMNITY.

## * *

The Issuer shall pay tothe Trustee from time to time reasonable compensation for its acceptance ofthis Indenture and services hereunder.  The Trustee’s compensation shallnot be limited by any law on compensation of a trustee of an expresstrust.  The Issuer shall reimburse theTrustee promptly upon request for all reasonable disbursements, advances andexpenses incurred or made by it in addition to the compensation for itsservices.  Such expenses shall includethe reasonable compensation, disbursements and expenses of the Trustee’s agentsand counsel.

 

The Issuer shallindemnify the Trustee against any and all losses, liabilities or expensesincurred by it arising out of or in connection with the acceptance oradministration of its duties under this Indenture, including the costs andexpenses of enforcing this Indenture against the Issuer (including this Section7.07) and defending itself against any claim (whether asserted by the Issuer orany Holder or any other person) or liability in connection with the exercise orperformance of any of its powers or duties hereunder, except to the extent anysuch loss, liability or expense may be attributable to its negligence or badfaith.  The Trustee shall notify theIssuer promptly of any claim for which it may seek indemnity.  Failure bythe Trustee to so notify the Issuer shall not relieve the Issuer of itsobligations hereunder.  The Issuer shalldefend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and theIssuer shall pay the reasonable fees and expenses of such counsel.  TheIssuer need not pay for any settlement made without its consent, which consentshall not be unreasonably withheld.

 

The obligations of theIssuer under this Section 7.07 shall survive the satisfaction and discharge ofthis Indenture.

 

To secure the Issuer’spayment obligations in this Section, the Trustee shall have a Lien prior to theNotes on all money or property held or collected by the Trustee, except thatheld in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction anddischarge of this Indenture.

 

When the Trustee incursexpenses or renders services after an Event of Default specified inSection 6.01(g) or (h) hereof occurs, the expenses and the compensationfor the services (including the fees and expenses of its agents and counsel)are intended to constitute expenses of administration under any Bankruptcy Law.

 

The Trustee shall complywith the provisions of TIA § 313(b)(2) to the extent applicable.

 

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## *SECTION 7.08*.    REPLACEMENTOF TRUSTEE.

## * *

A resignation or removalof the Trustee and appointment of a successor Trustee shall become effectiveonly upon the successor Trustee’s acceptance of appointment as provided in thisSection.

 

The Trustee may resign inwriting at any time and be discharged from the trust hereby created by sonotifying the Issuer.  The Holders ofNotes of a majority in principal amount at maturity of the then outstandingNotes may remove the Trustee by so notifying the Trustee and the Issuer inwriting.  The Issuer may remove theTrustee if:

 

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

###  

### (b)         the Trustee is adjudged a bankrupt or an insolvent oran order for relief is entered with respect to the Trustee under any BankruptcyLaw;

###  

### (c)         a Custodian or public officer takes charge of theTrustee or its property; or

###  

### (d)         the Trustee becomes incapable of acting.

###  

If the Trustee resigns oris removed or if a vacancy exists in the office of Trustee for any reason, theIssuer shall promptly appoint a successor Trustee.  Within one year after the successor Trusteetakes office, the Holders of a majority in principal amount at maturity of thethen outstanding Notes may appoint a successor Trustee to replace the successorTrustee appointed by the Issuer.

 

If a successor Trusteedoes not take office within 60 days after the retiring Trustee resigns or isremoved, the retiring Trustee, the Issuer, or the Holders of Notes of at least10% in principal amount of the then outstanding Notes may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee.

 

If the Trustee, afterwritten request by any Holder of a Note who has been a Holder of a Note for atleast six months, fails to comply with Section 7.10 hereof, such Holder ofa Note may petition any court of competent jurisdiction for the removal of theTrustee and the appointment of a successor Trustee.

 

A successor Trustee shalldeliver a written acceptance of its appointment to the retiring Trustee and tothe Issuer.  Thereupon, the resignation or removal of the retiring Trusteeshall 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 ofits succession to Holders of the Notes.  The retiring Trustee shallpromptly transfer all property held by it as Trustee to the successor Trustee, *provided* all sums owing to the Trustee hereunder have beenpaid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trusteepursuant to this Section 7.08, the Issuer’s obligations underSection 7.07 hereof shall continue for the benefit of the retiringTrustee.

 

## *SECTION 7.09*.    SUCCESSORTRUSTEE BY MERGER, ETC.

## * *

If the Trusteeconsolidates, merges or converts into, or transfers all or substantially all ofits corporate trust business to, another corporation, the successor corporationwithout any further act shall be the successor Trustee.

 

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## *SECTION 7.10*.    ELIGIBILITY;DISQUALIFICATION.

## * *

There shall at all timesbe a Trustee hereunder that is a corporation organized and doing business underthe laws of the United States of America or of any state thereof that isauthorized under such laws to exercise corporate trustee power, that is subjectto supervision or examination by federal or state authorities and that has acombined capital and surplus of at least $100 million as set forth in its mostrecent published annual report of condition.

 

This Indenture shall alwayshave a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and(5).  The Trustee is subject to TIA § 310(b).

 

## *SECTION 7.11*.    PREFERENTIALCOLLECTION OF CLAIMS AGAINST ISSUER.

## * *

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

 

# ARTICLE 8.

# LEGAL DEFEASANCE AND COVENANT DEFEASANCE

#  

## *SECTION 8.01*.    OPTION TOEFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

## * *

The Issuer may, atthe option of its Board of Directors evidenced by a resolution set forth in anOfficers’ Certificate, at any time, elect to have either Section 8.02 or 8.03hereof be applied to all outstanding Notes upon compliance with the conditionsset forth below in this Article 8.

 

## *SECTION 8.02*.    LEGALDEFEASANCE AND DISCHARGE.

## * *

Upon the Issuer’sexercise under Section 8.01 hereof of the option applicable to thisSection 8.02, the Issuer and the Guarantors shall, subject to the satisfactionof the conditions set forth in Section 8.04 hereof, be deemed to have beendischarged from their obligations with respect to all outstanding Notes andNotes Guarantees on the date the conditions set forth below are satisfied(hereinafter, “*Legal Defeasance*”).  For this purpose, Legal Defeasance means thatthe Issuer shall be deemed to have paid and discharged the entire Indebtednessrepresented by the outstanding Notes, which shall thereafter be deemed to be“outstanding” only for the purposes of Section 8.05 hereof and the otherSections of this Indenture referred to in (a) and (b) below, and to havesatisfied all its other obligations under such Notes and this Indenture (andthe Trustee, on demand of and at the expense of the Issuer, shall execute properinstruments acknowledging the same), except for the following provisions whichshall survive until otherwise terminated or discharged hereunder:

 

### (a)         the rights of Holders of outstanding Notes to receivepayments in respect of the principal of, premium, if any, on such Notes whensuch payments are due from the trust referred to below,

###  

### (b)         the Issuer’s obligations with respect to the Notesconcerning issuing temporary Notes, registration of Notes, mutilated,destroyed, lost or stolen Notes and the maintenance of an office or agency forpayment and money for security payments held in trust,

###  

### (c)         the rights, powers, trusts, duties and immunities ofthe Trustee, and the Issuer’s obligations in connection therewith and

###  

### (d)         the Legal Defeasance provisions of this Indenture.

 

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## *SECTION 8.03*.    COVENANTDEFEASANCE.

## * *

Upon the Issuer’sexercise under Section 8.01 hereof of the option applicable to this Section8.03, the Issuer and each Guarantor shall, subject to the satisfaction of theconditions set forth in Section 8.04 hereof, be released from their obligationsunder the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11,4.12, 4.14, 4.15, 4.16 and 4.17 hereof with respect to the outstanding Notes onand after the date the conditions set forth in Section 8.04 are satisfied(hereinafter, “*Covenant Defeasance*”), and theNotes shall thereafter be deemed not “outstanding” for the purposes of anydirection, waiver, consent or declaration or act of Holders (and theconsequences of any thereof) in connection with such covenants, but shallcontinue to be deemed “outstanding” for all other purposes hereunder (it beingunderstood that such Notes shall not be deemed outstanding for accountingpurposes).  For this purpose, CovenantDefeasance means that, with respect to the outstanding Notes, the Issuer mayomit to comply with and shall have no liability in respect of any term,condition or limitation set forth in any such covenant, whether directly orindirectly, by reason of any reference elsewhere herein to any such covenant orby reason of any reference in any such covenant to any other provision hereinor in any other document and such omission to comply shall not constitute aDefault or an Event of Default under Section 6.01 hereof, but, except asspecified above, the remainder of this Indenture and such Notes shall beunaffected thereby.  In addition, uponthe Issuer’s exercise under Section 8.01 hereof of the option applicable tothis Section 8.03 hereof, subject to the satisfaction of the conditions setforth in Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall notconstitute Events of Default.

 

## *SECTION 8.04*.    CONDITIONSTO LEGAL OR COVENANT DEFEASANCE.

## * *

The following shall bethe conditions to the application of either Section 8.02 or 8.03 hereof tothe outstanding Notes:

 

In order to exerciseeither Legal Defeasance or Covenant Defeasance,

 

### (a)         the Issuer must irrevocably deposit with the Trustee,in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,non-callable Government Securities, or a combination thereof, in such amountsas will be sufficient, in the opinion of a nationally recognized firm ofindependent public accountants, to pay the Accreted Value of, and premium, ifany, on the outstanding Notes on the stated maturity or on the applicableredemption date, as the case may be, and the Issuer must specify whether theNotes are being defeased to maturity or to a particular redemption date;

###  

### (b)         in the case of Legal Defeasance, the Issuer shall havedelivered to the Trustee an Opinion of Counsel in the United States reasonablyacceptable to the Trustee confirming that (i) the Issuer has received from, orthere has been published by, the Internal Revenue Service a ruling or (ii)since the date of this Indenture, there has been a change in the applicablefederal income tax law, in either case to the effect that, and based thereonsuch Opinion of Counsel shall confirm that, subject to customary assumptionsand exclusions, the Holders of the outstanding Notes will not recognize income,gain or loss for federal income tax purposes as a result of such LegalDefeasance and will be subject to federal income tax on the same amounts, inthe same manner and at the same times as would have been the case if such LegalDefeasance had not occurred;

###  

### (c)         in the case of Covenant Defeasance, the Issuer shallhave delivered to the Trustee an Opinion of Counsel in the United Statesreasonably acceptable to the Trustee confirming that, subject to customaryassumptions and exclusions, the Holders of the outstanding Notes will notrecognize income, gain or loss for federal income tax purposes as a result ofsuch Covenant Defeasance and will be subject to

 

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federal income tax on the sameamounts, in the same manner and at the same times as would have been the caseif such Covenant Defeasance had not occurred;

###  

### (d)         no Default or Event of Default shall have occurred andbe continuing on the date of such deposit (other than a Default or Event ofDefault resulting from the borrowing of funds to be applied to such deposit)or, insofar as Events of Default from bankruptcy or insolvency events areconcerned, at any time in the period ending on the 123rd day after the date ofdeposit;

###  

### (e)         such Legal Defeasance or Covenant Defeasance will notresult in a breach or violation of, or constitute a default under, any materialagreement or instrument (other than this Indenture) to which the Issuer or anyof its Subsidiaries is a party or by which the Issuer or any of itsSubsidiaries is bound;

###  

### (f)          the Issuer must have delivered to the Trustee anOpinion of Counsel to the effect that, subject to customary assumptions andexclusions, after the 123rd day following the deposit, the trust funds will notbe subject to the effect of Section 547 of the United States Bankruptcy Code orany analogous New York State law provision or any other applicable federal orNew York bankruptcy, insolvency, reorganization or similar laws affectingcreditors’ rights generally;

###  

### (g)         the Issuer must deliver to the Trustee an Officers’Certificate stating that the deposit was not made by the Issuer with the intentof preferring the Holders of Notes over the other creditors of the Issuer withthe intent of defeating, hindering, delaying or defrauding creditors of theIssuer or others; and

###  

### (h)         the Issuer must deliver to the Trustee an Officers’Certificate and an Opinion of Counsel (which opinion may be subject tocustomary assumptions and exclusions), each stating that all conditionsprecedent provided for relating to the Legal Defeasance or the CovenantDefeasance have been complied with.

###  

## *SECTION 8.05*.    DEPOSITEDMONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

## * *

Subject toSection 8.06 hereof, all money and non-callable Government Securities(including the proceeds thereof) deposited with the Trustee (or otherqualifying trustee, collectively for purposes of this Section 8.05, the “*Trustee*”) pursuant to Section 8.04 hereof in respect ofthe outstanding Notes shall be held in trust and applied by the Trustee, inaccordance with the provisions of such Notes and this Indenture, to thepayment, either directly or through any Paying Agent (including the Issuer actingas Paying Agent) as the Trustee may determine, to the Holders of such Notes ofall sums due and to become due thereon in respect of principal, and premium, ifany, but such money need not be segregated from other funds except to theextent required by law.

 

The Issuer shall pay andindemnify the Trustee against any tax, fee or other charge imposed on orassessed against the cash or non-callable Government Securities depositedpursuant to Section 8.04 hereof or the principal and interest received inrespect thereof other than any such tax, fee or other charge which by law isfor the account of the Holders of the outstanding Notes.

 

Anything in this Article8 to the contrary notwithstanding, the Trustee shall deliver or pay to theIssuer from time to time upon the request of the Issuer any money ornon-callable Government Securities held by it as provided in Section 8.04hereof which, in the opinion of a nationally recognized firm of independentpublic accountants expressed in a written certification thereof delivered tothe Trustee (which may be the opinion delivered under Section 8.04(a)hereof), are in excess of the amount thereof that would then be required to bedeposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

 

59

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## *SECTION 8.06*.    REPAYMENTTO ISSUER.

## * *

Any money deposited withthe Trustee or any Paying Agent, or then held by the Issuer, in trust for thepayment of the principal of, or premium, if any, on any Note and remaining unclaimedfor two years after such principal, and premium, if any, has become due andpayable shall be paid to the Issuer on its request or (if then held by theIssuer) shall be discharged from such trust; and the Holder of such Note shallthereafter, as a secured creditor, look only to the Issuer for payment thereof,and all liability of the Trustee or such Paying Agent with respect to suchtrust money, and all liability of the Issuer as trustees thereof, shallthereupon cease; *provided, however*, that the Trusteeor such Paying Agent, before being required to make any such repayment, may atthe expense of the Issuer cause to be published once, in the New York Times andThe Wall Street Journal (national edition), notice that such money remainsunclaimed and that, after a date specified therein, which shall not be lessthan 30 days from the date of such notification or publication, any unclaimedbalance of such money then remaining will be repaid to the Issuer.

 

## *SECTION 8.07*.    REINSTATEMENT.

## * *

If the Trustee or PayingAgent is unable to apply any United States dollars or non-callable GovernmentSecurities in accordance with Section 8.02 or 8.03 hereof, as the case maybe, by reason of any order or judgment of any court or governmental authorityenjoining, restraining or otherwise prohibiting such application, then theIssuer’s obligations under this Indenture and the Notes shall be revived andreinstated as though no deposit had occurred pursuant to Section 8.02 or8.03 hereof until such time as the Trustee or Paying Agent is permitted toapply all such money in accordance with Section 8.02 or 8.03 hereof, asthe case may be; *provided, however*, that, if theIssuer makes any payment of principal of and premium, if any, on any Notefollowing the reinstatement of its obligations, the Issuer shall be subrogatedto the rights of the Holders of such Notes to receive such payment from themoney held by the Trustee or Paying Agent.

 

# ARTICLE 9.

# AMENDMENT, SUPPLEMENT AND WAIVER

#  

## *SECTION 9.01*.    WITHOUTCONSENT OF HOLDERS OF NOTES.

## * *

Notwithstanding Section9.02 of this Indenture, the Issuer, the Guarantors and the Trustee may amend orsupplement this Indenture, the Note Guarantees or the Notes without the consentof any Holder of a Note:

 

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

###  

### (b)         to provide for uncertificated Notes in addition to orin place of certificated Notes or to alter the provisions of Article 2 hereof(including the related definitions) in a manner that does not materiallyadversely affect any Holder;

###  

### (c)         to provide for the assumption of the Issuer’s orGuarantor’s obligations to the Holders of the Notes by a successor to theIssuer or a Guarantor pursuant to Article 5 or Article 10 hereof;

###  

### (d)         to make any change that would provide any additionalrights or benefits to the Holders of the Notes or that does not materiallyadversely affect the legal rights hereunder of any Holder of the Note;

###  

### (e)         to comply with requirements of the Commission in orderto effect or maintain the qualification of this Indenture under the TIA;

 

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### (f)          to provide for the issuance of Additional Notes inaccordance with the limitations set forth in this Indenture as of the datehereof; or

###  

### (g)         to allow any Guarantor to execute a supplementalindenture and/or a Note Guarantee with respect to the Notes.

###  

Upon the request of theIssuer accompanied by a resolution of their Board of Directors authorizing theexecution of any such amended or supplemental Indenture, and upon receipt bythe Trustee of the documents described in Section 7.02 hereof, the Trusteeshall join with the Issuer in the execution of any amended or supplementalIndenture authorized or permitted by the terms of this Indenture and to makeany further appropriate agreements and stipulations that may be thereincontained, but the Trustee shall not be obligated to enter into such amended orsupplemental Indenture that affects its own rights, duties or immunities underthis Indenture or otherwise.

 

## *SECTION 9.02*.    WITHCONSENT OF HOLDERS OF NOTES.

## * *

Except as provided belowin this Section 9.02, the Issuer and the Trustee may amend or supplement thisIndenture (including Section 3.09, 4.10 and 4.14 hereof), the Note Guaranteesand the Notes with the consent of the Holders of at least a majority inprincipal amount at maturity of the Notes (including Additional Notes, if any)then outstanding voting as a single class (including consents obtained inconnection with a tender offer or exchange offer for, or purchase of, theNotes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default orEvent of Default (other than a Default or Event of Default in the payment ofthe principal of, and premium, if any, on the Notes, except a payment defaultresulting from an acceleration that has been rescinded) or compliance with anyprovision of this Indenture, the Note Guarantees or the Notes may be waivedwith the consent of the Holders of a majority in principal amount at maturityof the then outstanding Notes (including Additional Notes, if any) voting as asingle class (including consents obtained in connection with a tender offer orexchange offer for, or purchase of, the Notes). Notwithstanding the foregoing, any amendment to or waiver of Sections4.10 and 4.14 hereof will require the consent of the Holders of at leasttwo-thirds in aggregate principal amount at maturity of the Notes thenoutstanding if such amendment would materially adversely affect the rights ofHolders of Notes.  Section 2.08 hereofshall determine which Notes are considered to be “outstanding” for purposes ofthis Section 9.02.

 

Upon the request of theIssuer accompanied by a resolution of its Board of Directors authorizing theexecution of any such amended or supplemental Indenture, and upon the filingwith the Trustee of evidence satisfactory to the Trustee of the consent of theHolders of Notes as aforesaid, and upon receipt by the Trustee of the documentsdescribed in Section 7.02 hereof, the Trustee shall join with the Issuer in theexecution of such amended or supplemental Indenture unless such amended orsupplemental Indenture directly affects the Trustee’s own rights, duties orimmunities under this Indenture or otherwise, in which case the Trustee may inits discretion, but shall not be obligated to, enter into such amended orsupplemental Indenture.

 

It shall not be necessaryfor the consent of the Holders of Notes under this Section 9.02 to approve theparticular form of any proposed amendment or waiver, but it shall be sufficientif such consent approves the substance thereof.

 

After an amendment,supplement or waiver under this Section 9.02 becomes effective, the Issuershall mail to the Holders of Notes affected thereby a notice briefly describingthe amendment, supplement or waiver.  Any failure of the Issuer to mailsuch notice, or any defect therein, shall not, however, in any way

 

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impair or affect the validityof any such amended or supplemental Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, theHolders of a majority in aggregate principal amount at maturity of the Notes(including Additional Notes, if any) then outstanding voting as a single classmay waive compliance in a particular instance by the Issuer with any provisionof this Indenture or the Notes.  However,without the consent of each Holder affected, an amendment or waiver under thisSection 9.02 may not (with respect to any Notes held by a non-consentingHolder):

 

### (a)         reduce the principal amount at maturity of Notes whoseHolders must consent to an amendment, supplement or waiver,

###  

### (b)         reduce the Accreted Value of or change the fixedmaturity of any Note or alter the provisions with respect to the redemption ofthe Notes (other than Sections 4.10 and 4.14 hereof),

###  

### (c)         waive a Default or Event of Default in the payment ofprincipal of or premium, if any, on the Notes (except a rescission ofacceleration of the Notes by the Holders of at least a majority in aggregateprincipal amount at maturity of the Notes and a waiver of the payment defaultthat resulted from such acceleration),

###  

### (d)         make any Note payable in money other than that statedin the Notes,

###  

### (e)         make any change in the provisions of this Indenturerelating to waivers of past Defaults,

###  

### (f)          waive a redemption payment with respect to any Note(other than Sections 4.10 and 4.14 hereof,

###  

### (g)         release any Guarantor from its obligations under itsNote Guarantee or this Indenture, except in accordance with the terms of thisIndenture, or

###  

### (h)         make any change in the foregoing amendment and waiverprovisions.

###  

## *SECTION 9.03*.    COMPLIANCEWITH TRUST INDENTURE ACT.

## * *

Every amendment orsupplement to this Indenture or the Notes shall be set forth in an amended orsupplemental Indenture that complies with the TIA as then in effect.

 

## *SECTION 9.04*.    REVOCATIONAND EFFECT OF CONSENTS.

## * *

Until an amendment,supplement or waiver becomes effective, a consent to it by a Holder of a Noteis a continuing consent by the Holder of a Note and every subsequent Holder ofa Note or portion of a Note that evidences the same debt as the consentingHolder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note orsubsequent Holder of a Note may revoke the consent as to its Note if theTrustee receives written notice of revocation before the date the waiver,supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance withits terms and thereafter binds every Holder.

 

## *SECTION 9.05*.    NOTATIONON OR EXCHANGE OF NOTES.

## * *

The Trustee may place anappropriate notation about an amendment, supplement or waiver on any Notethereafter authenticated.  The Issuer in exchange for all Notes may issueand the Trustee shall, upon

 

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receipt of an AuthenticationOrder, authenticate new Notes that reflect the amendment, supplement or waiver.

 

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

 

## *SECTION 9.06*.    TRUSTEE TOSIGN AMENDMENTS, ETC.

## * *

The Trustee shall signany amended or supplemental Indenture authorized pursuant to this Article 9 ifthe amendment or supplement does not adversely affect the rights, duties,liabilities or immunities of the Trustee.  The Issuer may not sign anamendment or supplemental Indenture until its Board of Directors approvesit.  In executing any amended orsupplemental indenture, the Trustee shall be entitled to receive and (subjectto Section 7.01 hereof) shall be fully protected in relying upon, in additionto the documents required by Section 11.04 hereof, an Officer’s Certificate andan Opinion of Counsel stating that the execution of such amended orsupplemental indenture is authorized or permitted by this Indenture.

 

# ARTICLE 10.

# NOTE GUARANTEES

#  

## *SECTION 10.01*.  GUARANTEE.

## * *

Subject to this Article10, each of the Guarantors hereby, jointly and severally, unconditionallyguarantees to each Holder of a Note authenticated and delivered by the Trusteeand to the Trustee and its successors and assigns, irrespective of the validityand enforceability of this Indenture, the Notes or the obligations of theIssuer hereunder or thereunder, that:  (a) the Accreted Value of theNotes will be promptly paid in full when due, whether at maturity, byacceleration, redemption or otherwise, and interest on the overdue principal onthe Notes, if any, if lawful, and all other obligations of the Issuer to theHolders or the Trustee hereunder or thereunder will be promptly paid in full orperformed, all in accordance with the terms hereof and thereof; and (b) incase of any extension of time of payment or renewal of any Notes or any of suchother obligations, that same will be promptly paid in full when due orperformed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration or otherwise.  Failing payment when dueof any amount so guaranteed or any performance so guaranteed for whateverreason, the Guarantors shall be jointly and severally obligated to pay the sameimmediately.  Each Guarantor agrees that this is a guarantee of paymentand not a guarantee of collection.

 

The Guarantors herebyagree that their obligations hereunder shall be unconditional, irrespective ofthe validity, regularity or enforceability of the Notes or this Indenture, theabsence of any action to enforce the same, any waiver or consent by any Holderof the Notes with respect to any provisions hereof or thereof, the recovery ofany judgment against the Issuer, any action to enforce the same or any othercircumstance which might otherwise constitute a legal or equitable discharge ordefense of a guarantor.  Each Guarantor hereby waives diligence,presentment, demand of payment, filing of claims with a court in the event of insolvencyor bankruptcy of the Issuer, any right to require a proceeding first againstthe Issuer, protest, notice and all demands whatsoever and covenant that thisNote Guarantee shall not be discharged except by complete performance of theobligations contained in the Notes and this Indenture.

 

If any Holder or theTrustee is required by any court or otherwise to return to the Issuer, theGuarantors or any custodian, trustee, liquidator or other similar officialacting in relation to either the Issuer or the Guarantors, any amount paid byeither to the Trustee or such Holder, this Note Guarantee, to the extenttheretofore discharged, shall be reinstated in full force and effect.

 

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Each Guarantor agreesthat it shall not be entitled to any right of subrogation in relation to theHolders in respect of any obligations guaranteed hereby until payment in fullof all obligations guaranteed hereby.  Each Guarantor further agrees that,as between the Guarantors, on the one hand, and the Holders and the Trustee, onthe other hand, (x) the maturity of the obligations guaranteed hereby maybe accelerated as provided in Article 6 hereof for the purposes of thisNote Guarantee, notwithstanding any stay, injunction or other prohibitionpreventing such acceleration in respect of the obligations guaranteed hereby,and (y) in the event of any acceleration of such obligations as providedin Article 6 hereof, such obligations (whether or not due and payable)shall forthwith become due and payable by the Guarantors for the purpose ofthis Note Guarantee.  The Guarantors shall have the right to seekcontribution from any non-paying Guarantor so long as the exercise of suchright does not impair the rights of the Holders under the Guarantee.

 

## *SECTION 10.02.*  LIMITATION ON GUARANTORLIABILITY.

## * *

Each Guarantor, and byits acceptance of Notes, each Holder, hereby confirms that it is the intentionof all such parties that the Note Guarantee of such Guarantor not constitute afraudulent transfer or conveyance for purposes of Bankruptcy Law, the UniformFraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similarfederal or state law to the extent applicable to any Note Guarantee.  To effectuate the foregoing intention, theTrustee, the Holders and the Guarantors hereby irrevocably agree that theobligations of such Guarantor under its Note Guarantee and this Article 10shall be limited to the maximum amount as will, after giving effect to such maximumamount and all other contingent and fixed liabilities of such Guarantor thatare relevant under such laws, and after giving effect to any collections from,rights to receive contribution from or payments made by or on behalf of anyother Guarantor in respect of the obligations of such other Guarantor underthis Article 10, result in the obligations of such Guarantor under its NoteGuarantee not constituting a fraudulent transfer or conveyance.

 

## *SECTION 10.03*.  EXECUTIONAND DELIVERY OF NOTE GUARANTEE.

## * *

To evidence its NoteGuarantee set forth in Section 10.01, each Guarantor hereby agrees that thisIndenture shall be executed on behalf of such Guarantor by one of its officers.

 

If an Officer whosesignature is on this Indenture no longer holds that office at the time theTrustee authenticates the Note, the Note Guarantee shall be valid nevertheless.

 

The delivery of any Noteby the Trustee, after the authentication thereof hereunder, shall constitutedue delivery of the Note Guarantee set forth in this Indenture on behalf of theGuarantors.

 

In the event that theIssuer creates or acquires any new Subsidiaries subsequent to the date of thisIndenture, if required by Section 4.17 hereof, the Issuer shall cause suchSubsidiaries to execute supplemental indentures to this Indenture in accordancewith Section 4.17 hereof and this Article 10, to the extent applicable.

 

## *SECTION 10.04*.  GUARANTORSMAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

## * *

No Guarantor mayconsolidate with or merge with or into (whether or not such Guarantor is thesurviving Person) another Person whether or not affiliated with such Guarantorunless:

 

### (a)         subject to Section 10.05 hereof, the Person formed byor surviving any such consolidation or merger (if other than a Guarantor or theIssuer) unconditionally assumes all the obligations of such

 

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Guarantor, pursuant to asupplemental indenture in form and substance reasonably satisfactory to theTrustee, under the Notes, this Indenture and the Note Guarantee on the termsset forth herein or therein;

###  

### (b)         immediately after giving effect to such transaction,no Default or Event of Default exists; and

###  

(c)         theIssuer would, at the time of such transaction and after giving pro forma effectthereto as if such transaction had occurred at the beginning of the applicablefour-quarter period, have a Fixed Charge Coverage Ratio of at least 2.0 to 1.

 

In case of any suchconsolidation or merger, and upon the assumption by the successor Person, bysupplemental indenture, executed and delivered to the Trustee and satisfactoryin form to the Trustee, of the Note Guarantee endorsed upon the Notes and thedue and punctual performance of all of the covenants and conditions of thisIndenture to be performed by the Guarantor, such successor Person shall succeedto and be substituted for the Guarantor with the same effect as if it had beennamed herein as a Guarantor.  All the Note Guarantees so issued shall inall respects have the same legal rank and benefit under this Indenture as theNote Guarantees theretofore and thereafter issued in accordance with the termsof this Indenture as though all of such Note Guarantees had been issued at thedate of the execution hereof.

 

Except as set forth inArticles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above,nothing contained in this Indenture or in any of the Notes shall prevent anyconsolidation or merger of a Guarantor with or into the Issuer or anotherGuarantor, or shall prevent any sale or conveyance of the property of aGuarantor as an entirety or substantially as an entirety to the Issuer oranother Guarantor.

 

## *SECTION 10.05*.  RELEASESFOLLOWING SALE OF ASSETS.

## * *

In the event of a sale orother disposition of all of the assets of any Guarantor, by way of merger,consolidation or otherwise, or a sale or other disposition of all of thecapital stock of any Guarantor, then such Guarantor (in the event of a sale orother disposition, by way of merger, consolidation or otherwise, of all of thecapital stock of such Guarantor) or the corporation acquiring the property (inthe event of a sale or other disposition of all or substantially all of theassets of such Guarantor) will be released and relieved of any obligationsunder its Note Guarantee; *provided* thatthe Net Proceeds of such sale or other disposition are applied in accordancewith the applicable provisions of this Indenture, including without limitationSection 4.10 hereof.  Upon delivery bythe Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counselto the effect that such sale or other disposition was made by the Issuer inaccordance with the applicable provisions of this Indenture, including withoutlimitation Section 4.10 hereof, the Trustee shall execute any documentsreasonably required in order to evidence the release of any Guarantor from itsobligations under its Note Guarantee.

 

Any Guarantor notreleased from its obligations under its Note Guarantee shall remain liable forthe full amount of Accreted Value of the Notes and for the other obligations ofany Guarantor under this Indenture as provided in this Article 10.

 

# ARTICLE 11.

# MISCELLANEOUS

#  

## *SECTION 11.01*.  TRUSTINDENTURE ACT CONTROLS.

## * *

If any provision of thisIndenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control.

 

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## *SECTION 11.02*.  NOTICES.

## * *

Any notice orcommunication by the Issuer, any Guarantor or the Trustee to the others is dulygiven if in writing and delivered in Person or mailed by first class mail(registered or certified, return receipt requested), telex, telecopier orovernight air courier guaranteeing next day delivery, to the others’ address.

 

If to the Issuer and/orGuarantor:

 

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite 180

El Segundo, California 90245

Telecopier No.:

Attention: Chief Financial Officer

 

With a copy to:

 

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Telecopier No.: (212) 450-4800

Attention: Michael Kaplan, Esq.

 

If to the Trustee:

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, Connecticut 06103

Telecopier No.: 860-244-1889

Attention: Corporate Trust Administration

 

(a)           The Issuer, any Guarantor or the Trustee,by notice to the others may designate additional or different addresses forsubsequent notices or communications.

 

All notices andcommunications (other than those sent to Holders) shall be deemed to have beenduly given: at the time delivered by hand, if personally delivered; fiveBusiness Days after being deposited in the mail, postage prepaid, if mailed;when receipt acknowledged, if telecopied; and the next Business Day aftertimely delivery to the courier, if sent by overnight air courier guaranteeingnext day delivery.

 

Any notice orcommunication to a Holder shall be mailed by first class mail, certified orregistered, return receipt requested, or by overnight air courier guaranteeingnext day delivery to its address shown on the register kept by theRegistrar.  Any notice or communication shall also be so mailed to anyPerson described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication toa Holder or any defect in it shall not affect its sufficiency with respect toother Holders.

 

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

 

If the Issuer mails anotice or communication to Holders, it shall mail a copy to the Trustee andeach Agent at the same time.

 

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## *SECTION 11.03*.  COMMUNICATIONBY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

## * *

Holders may communicatepursuant to TIA § 312(b) with other Holders with respect to their rightsunder this Indenture or the Notes.  The Issuer, the Trustee, the Registrarand anyone else shall have the protection of TIA § 312(c).

 

## *SECTION 11.04*.  CERTIFICATEAND OPINION AS TO CONDITIONS PRECEDENT.

## * *

Upon any request orapplication by the Issuer to the Trustee to take any action under thisIndenture, the Issuer shall furnish to the Trustee:

 

### (a)         an Officers’ Certificate in form and substancereasonably satisfactory to the Trustee (which shall include the statements setforth in Section 11.05 hereof) stating that, in the opinion of the signers, allconditions precedent and covenants, if any, provided for in this Indenturerelating to the proposed action have been satisfied; and

###  

### (b)         an Opinion of Counsel in form and substance reasonablysatisfactory to the Trustee (which shall include the statements set forth inSection 11.05 hereof) stating that, in the opinion of such counsel, all suchconditions precedent and covenants have been satisfied.

###  

## *SECTION 11.05*.  STATEMENTSREQUIRED IN CERTIFICATE OR OPINION.

## * *

Each certificate oropinion with respect to compliance with a condition or covenant provided for inthis Indenture (other than a certificate provided pursuant to TIA§ 314(a)(4)) shall comply with the provisions of TIA § 314(e) andshall include:

 

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

###  

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

###  

### (c)         a statement that, in the opinion of such Person, he orshe has made such examination or investigation as is necessary to enable him toexpress an informed opinion as to whether or not such covenant or condition hasbeen satisfied; and

###  

### (d)         a statement as to whether or not, in the opinion ofsuch Person, such condition or covenant has been satisfied.

###  

## *SECTION 11.06*.  RULES BYTRUSTEE AND AGENTS.

## * *

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

 

## *SECTION 11.07*.  NOPERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

## * *

No member, director,officer, employee, incorporator or stockholder of the Issuer or any Guarantor,as such, shall have any liability for any obligations of the Issuer or suchGuarantor under the Notes, the Note Guarantees or this Indenture or for anyclaim based on, in respect of, or by reason of, such obligations or theircreation (it being understood that such waiver is not intended to waive anyclaims with respect to applicable

 

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fiduciary duties owed to theHolders or fraud). Each Holder of Notes by accepting a Note waives and releasesall such liability. The waiver and release are part of the consideration forissuance of the Notes.

 

## *SECTION 11.08*.  GOVERNINGLAW.

## * *

THE INTERNAL LAW OF THESTATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTESAND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

 

## *SECTION 11.09*.  NO ADVERSEINTERPRETATION OF OTHER AGREEMENTS.

## * *

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

 

## *SECTION 11.10*.  SUCCESSORS.

## * *

All agreements of theIssuer in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in thisIndenture shall bind its successors.

 

## *SECTION 11.11*.  SEVERABILITY.

## * *

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

 

## *SECTION 11.12*.  COUNTERPARTORIGINALS.

## * *

The parties may sign anynumber of copies of this Indenture.  Each signed copy shall be anoriginal, but all of them together represent the same agreement.

 

## *SECTION 11.13*.  TABLE OFCONTENTS, HEADINGS, ETC.

## * *

The Table of Contents,Cross-Reference Table and Headings of the Articles and Sections of thisIndenture have been inserted for convenience of reference only, are not to beconsidered a part of this Indenture and shall in no way modify or restrict anyof the terms or provisions hereof.

 

[Signatures onfollowing page]

 

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SIGNATURES

 
| Dated as of July 23,  2004 |                                   |
|----------------------------|----------------------------------------|
|                       |                                   |
|                       | DECRANE AIRCRAFT HOLDINGS, INC.        |
|                       |                                   |
|                       | BY:                                    | /s/  R. JACK DECRANE |   |
|                       |                                   | Name:  R. Jack DeCrane |
|                       |                                   | Title:  Chief Executive Officer |
|                       |                                   |
|                       | AUDIO INTERNATIONAL, INC.              |
|                       |                                   |
|                       | CARL F. BOOTH & CO., LLC           |
|                       |                                   |
|                       | CUSTOM WOODWORK & PLASTICS, LLC    |
|                       |                                   |
|                       | DAH-IP HOLDINGS, INC.                  |
|                       |                                   |
|                       | DAH-IP INFINITY, INC.                  |
|                       |                                   |
|                       | DECRANE AIRCRAFT SEATING COMPANY, INC. |
|                       |                                   |
|                       | DECRANE CABIN INTERIORS-CANADA, INC.   |
|                       |                                   |
|                       | DECRANE CABIN INTERIORS, LLC           |
|                       |                                   |
|                       | HOLLINGSEAD INTERNATIONAL, INC.        |
|                       |                                   |
|                       | PATS AIRCRAFT, LLC                     |
|                       |                                   |
|                       | PCI NEWCO, INC.                        |
|                       |                                   |
|                       | PPI HOLDINGS, INC.                     |
|                       |                                   |
|                       | PRECISION PATTERN, INC.                |
|                       |                                   |
|                       | THE INFINITY PARTNERS, LTD.            |
|                       |                                   |
|                       | BY:                                    | /s/  R. JACK DECRANE |   |
|                       |                                   | Name:  R. Jack DeCrane |
|                       |                                   | Title:  Authorized Signatory |

 

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| U.S. Bank National  Association  as Trustee |
|---------------------------------------------|
|                                        |
|                                        |
| BY:                                         | /S/ CAUNA M. SILVA |   |
|                                        | Name:  Cauna M. Silva |
|                                        | Title:  Vice President |

 

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**EXHIBIT A-1**

(Face of Note)

 

THIS SECURITY MAYBE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR THE PURPOSES OF THE INTERNAL REVENUECODE OF 1986, AS AMENDED.  HOLDERS THATWISH TO OBTAIN INFORMATION ABOUT THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUEDISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE INSTRUMENT FOR PURPOSES OFU.S. TAX LAW MAY DO SO BY CONTACTING: DeCrane Aircraft Holdings, Inc., 2361Rosecrans Avenue, Suite 180 El Segundo, California 90245, Attention:  Chief Financial Officer.]

 

CUSIP            

 

17% SeniorDiscount Notes due 2008

 
| No. 1 |   | $[                   ] |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------|

 

DECRANE AIRCRAFT HOLDINGS, INC. (THE “ISSUER”)

 

promises to pay to[           ], orregistered assigns, the principal sum of                      Dollars($                   )on September 30, 2008.

 

 
|   | Dated:               ,  200  |
|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                               |
|   | DECRANE AIRCRAFT HOLDINGS, INC.                                                                    |
|   |                                                                                               |
|   |                                                                                               |
|   | By:                                                                                                |   |   |
|   |                                                                                               | Name: |
|   |                                                                                               | Title: |

 

This is one of theNotes referred to in thewithin-mentioned Indenture:

 
| U.S. BANK NATIONAL  ASSOCIATION  as Trustee |
|---------------------------------------------|
|                                        |
|                                        |
| By:                                         |   |   |
|                                        | Name: |
|                                        | Title: |

 

A-1-1

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(Back of Note)

 

17% SeniorDiscount Notes due 2008

 

[THIS GLOBAL NOTEIS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ORITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND ISNOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THETRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOTIN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTEMAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OFTHE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSORDEPOSITARY WITH THE PRIOR WRITTEN CONSENT DECRANE AIRCRAFT HOLDINGS, INC.](1)

 

[THIS NOTE (OR ITSPREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1)REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT HAS ACQUIRED THIS NOTE IN ANOFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACTOR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OR REGULATION D UNDER THE SECURITIES ACT (AN “IAI”), (2)AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TOTHE ISSUERS OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLERREASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTOF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN ANOFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THESECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDERTHE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THETRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTSRELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROMTHE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPALAMOUNT AT MATURITY OF NOTES LESS THAN $250,000, AN OPINION OF COUNSELACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THESECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSELACCEPTABLE TO THE ISSUERS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWSOF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3)AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTERESTHEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  AS USED HEREIN, THE

 

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*(1)**          This should be included only if the Note isbeing issued in global form.*

 

A-1-2

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TERMS “OFFSHORE TRANSACTION”AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION SUNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THETRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THEFOREGOING.]

 

Capitalized terms usedherein shall have the meanings assigned to them in the Indenture referred tobelow unless otherwise indicated.

 

1.             *INTEREST*.  No interest shallaccrue on this Note.  Instead, theAccreted Value of the Note will accrete at a rate of 17% from the date ofissuance, compounded semiannually on each March 30 and September 30 (commencingSeptember 30, 2004), to an aggregate Accreted Value of $127,771,000, the fullprincipal amount at maturity, on September 30, 2008.  The Issuer shall pay interest (includingpost-petition interest in any proceeding under any Bankruptcy Law) on overdueprincipal and premium, if any, from time to time on demand at a rate of 18% perannum.

 

2.             *METHOD OF PAYMENT*.  The Notes will be payable as to principal,premium and interest on overdue principal, if any, at the office of the PayingAgent and Registrar.  Holders of Notesmust surrender their Notes to the Paying Agent to collect principal payments,and the Issuer may pay principal, premium and interest on overdue principal, ifany, by check and may mail checks to a Holder’s registered address; *provided* that all payments with respect to Global Notes andDefinitive Notes, the Holders of which have given wire transfer instructions tothe Issuer, will be required to be made by wire transfer of immediatelyavailable funds to the accounts specified by the Holders thereof.  Such payment shall be in such coin orcurrency of the United States of America as at the time of payment is legaltender for payment of public and private debts.

 

3.             *PAYING AGENT AND REGISTRAR*.  Initially, U.S. BankNational Association, the Trustee under the Indenture, will act as Paying Agentand Registrar.  The Issuer may change any Paying Agent or Registrarwithout notice to any Holder.  The Issuer or any of its Subsidiaries mayact in any such capacity.

 

4.             *INDENTURE*   TheIssuer issued the Notes under an Indenture dated as of July 23, 2004 (“*Indenture*”), among the Issuer, the Guarantors and theTrustee.  The terms of the Notes include those stated in the Indenture andthose made part of the Indenture by reference to the Trust Indenture Act of1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes aresubject to all such terms, and Holders are referred to the Indenture and suchAct for a statement of such terms.  To the extent any provision of thisNote conflicts with the express provisions of the Indenture, the provisions ofthe Indenture shall govern and be controlling. The Notes are obligations of the Issuer initially limited to$127,771,000 in aggregate principal amount at maturity.  Subject to limits in the Indenture, the Issuermay issue Additional Notes constituting the same series as the Initial Notes.

 

5.             *OPTIONAL REDEMPTION*.

 

Prior to September 30,2004, the Notes may be redeemed at any time at the option of the Issuer, inwhole or in part, upon not less than 30 nor more than 60 days’ notice, in cashat a redemption price equal to 106% of Accreted Value.  Thereafter, the Notes will be subject toredemption at any time at the option of the Issuer, in whole or in part, uponnot less than 30 nor more than 60 days’ notice, in cash at the redemptionprices (expressed as percentages of Accreted Value) set forth below, ifredeemed during the twelve month period beginning on September 30 of the yearsindicated below, to the applicable redemption date:

 

A-1-3

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| **Year**                      | ** ** | **Percentage** | ** ** |
|-------------------------------|------------|----------------|------------|
|                          |       |           |       |
| 2004                          |       | 104.000        | %          |
|                          |       |           |       |
| 2005                          |       | 102.000        | %          |
|                          |       |           |       |
| 2006 and thereafter |       | 100.000        | %          |

 

6.             *MANDATORY REDEMPTION*.

 

Except as set forth inparagraph 7 below, the Issuer is not required to make mandatory redemptionof, or sinking fund payments with respect to, the Notes.

 

7.             *REPURCHASE AT OPTION OF HOLDER*.

 

(a)           Upon the occurrence of a Change of Control (such datebeing the *‘‘Change of Control Payment’’*), eachHolder of Notes shall have the right to require the Issuer to purchase all orany part (equal to $1,000 or an integral multiple thereof) of such Holder’sNotes pursuant to an offer at an offer price in cash equal to 101% of theaggregate Accreted Value thereof.  Within60 days following any Change of Control, subject to the provisions of theIndenture, the Issuer shall mail a notice to each Holder of Notes at suchHolder’s registered address setting forth the procedures governing the offer asrequired by the Indenture.

 

(b)           When the aggregate amount of Excess Proceeds exceeds$10.0 million, the Issuer will be required to make an offer to all Holders ofNotes to purchase the maximum principal amount of Notes that may be purchasedout of Excess Proceeds, at an offer price in cash in an amount equal to 100% ofthe Accreted Value thereof in accordance with the procedures set forth in theIndenture.  Holders of Notes that aresubject to an offer to purchase will receive an Asset Sale Offer from theIssuer prior to any related purchase date and may elect to have such Notespurchased by completing the form entitled “Option of Holder to Elect Purchase”on the reverse side of this Note.

 

8.             *NOTICE OF REDEMPTION*.  Notice of anyredemption or offer to purchase will be mailed at least 30 days but not morethan 60 days before the redemption or purchase date to each Holder of Notes tobe redeemed or purchased at such Holder’s registered address.  Notes in denominations larger than $1,000principal amount at maturity may be redeemed in part but only in wholemultiples of $1,000 principal amount at maturity, unless all of the Notes heldby a Holder are to be redeemed.

 

9.             *DENOMINATIONS, TRANSFER, EXCHANGE*.  The Notes are in registered formwithout coupons in denominations of $1,000 principal amount at maturity andintegral multiples thereof.  The transfer of Notes may be registered andNotes may be exchanged as provided in the Indenture.  The Registrar andthe Trustee may require a Holder, among other things, to furnish appropriateendorsements and transfer documents and the Issuer may require a Holder to payany taxes and fees required by law or permitted by the Indenture.  TheIssuer need not exchange or register the transfer of any Note or portion of aNote selected for redemption, except for the unredeemed portion of any Notebeing redeemed in part.  Also, the Issuer need not exchange or register thetransfer of any Notes for a period of 15 days before a selection of Notes to beredeemed.

 

10.           *PERSONS DEEMED OWNERS*.  The registered Holder of a Notemay be treated as its owner for all purposes.

 

A-1-4

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11.           *AMENDMENT, SUPPLEMENT AND WAIVER*. Subject to certain exceptions setforth in the Indenture, the Indenture, the Note Guarantees or the Notes may beamended or supplemented with the consent of the Holders of at least a majorityin principal amount at maturity of the Notes then outstanding (including,without limitation, consents obtained in connection with a purchase of, ortender offer or exchange offer for, Notes), and any existing default orcompliance with any provision of the Indenture or the Notes may be waived withthe consent of the Holders of a majority in principal amount at maturity of thethen outstanding Notes (including, without limitation, consents obtained inconnection with a purchase of, or tender offer or exchange offer for, Notes).  Notwithstanding the foregoing, without theconsent of any Holder of Notes, the Issuer, the Guarantors and the Trustee mayamend or supplement the Indenture, the Note Guarantees or the Notes to cure anyambiguity, defect or inconsistency, to provide for uncertificated Notes inaddition to or in place of certificated Notes, to provide for the assumption ofthe Issuer’s obligations to Holders of Notes in the case of a merger orconsolidation or sale of all or substantially all of the Issuer’s assets, tomake any change that would provide any additional rights or benefits to theHolders of Notes or that does not materially adversely affect the legal rightsunder the Indenture of any such Holder, or to comply with requirements of theCommission in order to effect or maintain the qualification of the Indentureunder the Trust Indenture Act or to provide for additional Note Guarantees ofthe Notes.

 

12.           *DEFAULTS AND REMEDIES*.

 

(a) Events of Defaultinclude:(a) default in payment when due of the principalof or premium, if any, on the Notes; (b) failure by the Issuer or any of itsRestricted Subsidiaries for 30 days after receipt of notice from the Trustee orHolders of at least 25% in principal amount at maturity of the Notes thenoutstanding to comply with the provisions of Sections 4.07, 4.09, 4.10, 4.14and Article 5 of the Indenture; (c) failure by the Issuer for 60 days afternotice from the Trustee or the Holders of at least 25% in principal amount atmaturity of the Notes then outstanding to comply with any of their other agreementsin the Indenture or the Notes; (d) default under any mortgage, indenture orinstrument under which there may be issued or by which there may be secured orevidenced any Indebtedness for money borrowed by the Issuer or any of itsRestricted Subsidiaries (or the payment of which is guaranteed by the Issuer orany of its Restricted Subsidiaries), whether such Indebtedness or guarantee nowexists, or is created after the date of the Indenture, which default (i) iscaused by a failure to pay Indebtedness at its stated final maturity (aftergiving effect to any applicable grace period provided in such Indebtedness) (a“Payment Default”) or (ii) results in the acceleration of such Indebtednessprior to its stated final maturity and, in each case, the principal amount ofany such Indebtedness, together with the principal amount of any other suchIndebtedness under which there has been a Payment Default or the maturity ofwhich has been so accelerated, aggregates $10.0 million or more; (e) failure bythe Issuer or any of its Restricted Subsidiaries to pay final judgmentsaggregating in excess of $10.0 million (net of any amounts with respect towhich a reputable and creditworthy insurance company has acknowledged liabilityin writing), which judgments are not paid, discharged or stayed for a period of60 days; (f) except as permitted by the Indenture, any Note Guarantee shall beheld in any judicial proceeding to be unenforceable or invalid or shall ceasefor any reason to be in full force and effect or any Guarantor, or any Personacting on behalf of any Guarantor, shall deny or disaffirm its obligationsunder its Note Guarantee; and (g) certain events of bankruptcy or insolvencywith respect to the Issuer or any of its Restricted Subsidiaries that is a SignificantSubsidiary.  If any Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% inprincipal amount of the then outstanding Notes may declare all the Notes to bedue and payable immediately. Notwithstanding the foregoing, in the case of an Event of Defaultarising from certain events of bankruptcy or insolvency with respect to theIssuer or any of its Restricted Subsidiaries that is a Significant Subsidiary,all outstanding Notes will become due and payable without further action ornotice.

 

A-1-5

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(b) In the event of adeclaration of acceleration of the Notes because an Event of Default hasoccurred and is continuing as a result of the acceleration of any Indebtednessdescribed in clause (d) of the preceding paragraph, the declaration ofacceleration of the Notes shall be automatically annulled if the holders of anyIndebtedness described in clause (d) have rescinded the declaration ofacceleration in respect of such Indebtedness within 30 days of the date of suchdeclaration and if (i) the annulment of the acceleration of the Notes would notconflict with any judgment or decree of a court of competent jurisdiction and(ii) all existing Events of Default, except non-payment of principal orinterest on the Notes that became due solely because of the acceleration of theNotes, have been cured or waived.

 

13.           *NOTE GUARANTEES.* The payment of principal of, premium, and interestand Liquidated Damages, if any, on the Notes are unconditionally guaranteed,jointly and severally, by the Guarantors.

 

14.           *ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBALNOTES.*  In addition to the rights provided to Holdersof Notes under the Indenture, Holders of Restricted Global Notes shall have therights set forth in the Registration Rights Agreement dated as of July 23,2004, among the Issuer, the Guarantors and the parties named on the signaturepages thereof (the “*Registration RightsAgreement*”).

 

15.           *TRUSTEE DEALINGS WITH ISSUER*. The Trustee, in its individual or any other capacity, may make loans to,accept deposits from, and perform services for the Issuer or its Affiliates,and may otherwise deal with Issuer or its Affiliates, as if it were not theTrustee.

 

16.           *NO RECOURSE AGAINST OTHERS*.  A director, officer, employee,incorporator or stockholder, of the Issuer, as such, shall not have anyliability for any obligations of the Issuer under the Notes or the Indenture orfor any claim based on, in respect of, or by reason of, such obligations or theircreation.  Each Holder by accepting aNote waives and releases all such liability.  The waiver and release arepart of the consideration for the issuance of the Notes.

 

17.           *AUTHENTICATION*.  This Note shall not be valid untilauthenticated by the manual signature of the Trustee or an authenticatingagent.

 

18.           *ABBREVIATIONS*.  Customary abbreviations may be used in thename 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 ofsurvivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).

 

19.           *CUSIP NUMBERS*.  Pursuant to arecommendation promulgated by the Committee on Uniform Security IdentificationProcedures, the Issuer has caused CUSIP numbers to be printed on the Notes andthe Trustee may use CUSIP numbers in notices of redemption as a convenience toHolders.  No representation is made as tothe accuracy of such numbers either as printed on the Notes or as contained inany notice of redemption and reliance may be placed only on the otheridentification numbers placed thereon.

 

The Issuer will furnishto any Holder upon written request and without charge a copy of the Indentureand/or the Registration Rights Agreement.  Requests may be made to:

 

DeCrane Aircraft Holdings, Inc.2361 Rosecrans Avenue, Suite 180El Segundo, California  90245Attention: Chief Financial Officer

 

A-1-6

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**ASSIGNMENT FORM**

** **

To assign this Note, fill inthe form below: (I) or (we) assign and transfer this Note to

 
|                                                       |
|------------------------------------------------------------|
| (Insert assignee’s soc. sec. or tax I.D. no.)         |
|                                                       |
|                                                       |
|                                                       |
| (Print or type assignee’s name, address and zip code) |

 

and irrevocablyappoint                                                                                                                                                                   totransfer this Note on the books of the Issuer.  The agent may substituteanother to act for him.

 
| Date:  |                                                          |   |
|--------|---------------------------------------------------------------|--------|
|   |
|   | Your  Signature:                                              |   |   |
|   | (Sign  exactly as your name appears on the face of this Note) |
|   |
|   | Signature  Guarantee:                                         |
|        |                                                               |        |  |  |  |  |

 

A-1-7

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**OPTIONOF HOLDER TO ELECT PURCHASE**

** **

If you want to elect tohave this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of theIndenture, check the box below:

 

o Section 4.10                 o Section 4.14

 

If you want to elect tohave only part of the Note purchased by the Issuer pursuant toSection 4.10 or Section 4.14 of the Indenture, state the principal amountat maturity you elect to have purchased:$          

 

 
| Date:  |                                             |   | Your  Signature: |   |   |   |
|--------|--------------------------------------------------|--------|------------------|--------|--------|--------|
|   | (Sign  exactly as your name appears on the Note) |
|   |                                             |
|   | Tax  Identification No:                          |   |             |
|   |                                             |   |
|   | Signature  Guarantee:                            |   |
|        |                                                  |        |                  |        |        |        |  |  |  |

 

A-1-8

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**[SCHEDULE OF EXCHANGES OF INTERESTS IN THEGLOBAL NOTE](2)**

** **

[The following exchangesof a part of this Global Note for an interest in another Global Note or for aDefinitive Note, or exchanges of a part of another Global Note or DefinitiveNote 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 officer  of Trustee or  Note Custodian]** | ** ** |
|----------------------|------------|--------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|
|                 |       |                                                               |       |                                                               |       |                                                                              |       |                                                                 |       |
|                 |       |                                                               |       |                                                               |       |                                                                              |       |                                                                 |       |
|                 |       |                                                               |       |                                                               |       |                                                                              |       |                                                                 |       |

 

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*(2)**          This should be included only if the Note isbeing issued in global form.*

 

A-1-9

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**EXHIBIT B**

** **

**FORMOF CERTIFICATE OF TRANSFER**

** **

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite180

El Segundo, California  90245

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT  06103

 

Re:          17%Senior Discount Notes due 2008 of DeCrane Aircraft Holdings, Inc., a Delawarecorporation

 

Reference is hereby madeto the Indenture, dated as of July 23, 2004 (the “*Indenture*”),among DeCrane Aircraft Holdings, Inc. (the “*Issuer*”), theguarantors party thereto and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined hereinshall have the meanings given to them in the Indenture.

 

                   ,(the “*Transferor*”) owns and proposes totransfer the Note[s] or interest in such Note[s] specified in Annex A hereto,in the principal amount at maturity of$              in such Note[s] or interests (the “*Transfer*”), to             (the “*Transferee*”), as further specified in Annex A hereto.  In connection with the Transfer, theTransferor hereby certifies that:

 

[CHECK ALL THAT APPLY]

 

1.             o  **Check if Transferee willtake delivery of a beneficial interest in the 144A Global Note or a DefinitiveNote Pursuant to Rule 144A**. The Transfer is being effected pursuant to and in accordance with Rule144A under the United States Securities Act of 1933, as amended (the “*Securities Act*”), and, accordingly, the Transferor herebyfurther certifies that the beneficial interest or Definitive Note is beingtransferred to a Person that the Transferor reasonably believed and believes ispurchasing the beneficial interest or Definitive Note for its own account, orfor one or more accounts with respect to which such Person exercises soleinvestment discretion, and such Person and each such account is a “qualifiedinstitutional buyer” within the meaning of Rule 144A in a transaction meetingthe requirements of Rule 144A and such Transfer is in compliance with anyapplicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer inaccordance with the terms of the Indenture, the transferred beneficial interestor Definitive Note will be subject to the restrictions on transfer enumeratedin the Private Placement Legend printed on the 144A Global Note and/or theDefinitive Note and in the Indenture and the Securities Act.

 

2.             o  **Check if Transferee willtake delivery of a beneficial interest in the Temporary Regulation S GlobalNote, the Regulation S Global Note or a Definitive Note pursuant to RegulationS**.  The Transfer is beingeffected pursuant to and in accordance with Rule 903 or Rule 904 under theSecurities 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) atthe time the buy order was originated, the Transferee was outside the UnitedStates or such Transferor and any Person acting on its behalf

 

B-1

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reasonably believed andbelieves that the Transferee was outside the United States or (y) thetransaction was executed in, on or through the facilities of a designatedoffshore Securities market and neither such Transferor nor any Person acting onits behalf knows that the transaction was prearranged with a buyer in theUnited States, (ii) no directed selling efforts have been made in contraventionof the requirements of Rule 903(b) or Rule 904(b) of Regulation S under theSecurities Act, (iii) the transaction is not part of a plan or scheme to evadethe registration requirements of the Securities Act and (iv) if the proposedtransfer is being made prior to the expiration of the Restricted Period, thetransfer is not being made to a U.S. Person or for the account or benefit of aU.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the termsof the Indenture, the transferred beneficial interest or Definitive Note willbe subject to the restrictions on Transfer enumerated in the Private PlacementLegend printed on the Regulation S Global Note, the Temporary Regulation SGlobal Note and/or the Definitive Note and in the Indenture and the SecuritiesAct.

 

3.             o  **Check and complete ifTransferee will take delivery of a beneficial interest in a Definitive Notepursuant to any provision of the Securities Act other than Rule 144A orRegulation S**.  TheTransfer is being effected in compliance with the transfer restrictionsapplicable to beneficial interests in Restricted Global Notes and RestrictedDefinitive Notes and pursuant to and in accordance with the Securities Act andany applicable blue sky securities laws of any state of the United States, andaccordingly the Transferor hereby further certifies that (check one):

 

(a)           o  such Transfer is being effected pursuant toand in accordance with Rule 144 under the Securities Act;

 

or

 

(b)           o  such Transfer is being effected to the Issueror a subsidiary thereof;

 

or

 

(c)           o  such Transfer is being effected pursuant toan effective registration statement under the Securities Act and in compliancewith the prospectus delivery requirements of the Securities Act;

 

or

 

(d)           o  such Transfer is being effected to anInstitutional Accredited Investor and pursuant to an exemption from theregistration requirements of the Securities Act other than Rule 144A, Rule 144or Rule 904, and the Transferor hereby further certifies that it has notengaged in any general solicitation within the meaning of Regulation D underthe Securities Act and the Transfer complies with the transfer restrictionsapplicable to beneficial interests in a Restricted Global Note or RestrictedDefinitive Notes and the requirements of the exemption claimed, whichcertification is supported by (1) a certificate executed by the Transferee inthe form of Exhibit D to the Indenture and (2) if such Transfer is in respectof a principal amount at maturity of Notes at the time of transfer of less than$250,000, an Opinion of Counsel provided by the Transferor or the Transferee (acopy of which the Transferor has attached to this certification), to the effectthat such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer inaccordance with the terms of the Indenture, the transferred beneficial interestor Definitive Note will be subject to the restrictions on transfer enumeratedin the Private Placement Legend printed on the Definitive Notes and in theIndenture and the Securities Act.

 

B-2

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4.             o  Check if Transferee will take delivery of abeneficial interest in an Unrestricted Global Note or of an UnrestrictedDefinitive Note.

 

(a)           o  **Check if Transfer ispursuant to Rule 144.** (i) TheTransfer is being effected pursuant to and in accordance with Rule 144 underthe Securities Act and in compliance with the transfer restrictions containedin the Indenture and any applicable blue sky securities laws of any state ofthe United States and (ii) the restrictions on transfer contained in theIndenture and the Private Placement Legend are not required in order tomaintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the termsof the Indenture, the transferred beneficial interest or Definitive Note willno longer be subject to the restrictions on transfer enumerated in the PrivatePlacement Legend printed on the Restricted Global Notes, on RestrictedDefinitive Notes and in the Indenture.

 

(b)           o  **Check if Transfer isPursuant to Regulation S.**  (i)The Transfer is being effected pursuant to and in accordance with Rule 903 orRule 904 under the Securities Act and in compliance with the transferrestrictions contained in the Indenture and any applicable blue sky securitieslaws of any state of the United States and (ii) the restrictions on transfercontained in the Indenture and the Private Placement Legend are not required inorder to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer inaccordance with the terms of the Indenture, the transferred beneficial interestor Definitive Note will no longer be subject to the restrictions on transferenumerated in the Private Placement Legend printed on the Restricted GlobalNotes, on Restricted Definitive Notes and in the Indenture.

 

(c)           o  **Check if Transfer isPursuant to Other Exemption.** (i) The Transfer is being effected pursuant to and in compliance with anexemption from the registration requirements of the Securities Act other thanRule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictionscontained in the Indenture and any applicable blue sky securities laws of anyState of the United States and (ii) the restrictions on transfer contained inthe Indenture and the Private Placement Legend are not required in order tomaintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the termsof the Indenture, the transferred beneficial interest or Definitive Note willnot be subject to the restrictions on transfer enumerated in the PrivatePlacement Legend printed on the Restricted Global Notes or Restricted DefinitiveNotes and in the Indenture.

 

This certificate and thestatements contained herein are made for your benefit and the benefit of theIssuer.

 
|                                                                                              |                         |   |
|---------------------------------------------------------------------------------------------------|------------------------------|--------|
|                                                                                              | [Insert Name of  Transferor] |
|                                                                                              |                         |
|                                                                                              | By:                          |   |   |
|                                                                                              |                         | Name:  |
|                                                                                              |                         | Title: |
|                                                                                              |                         |
| Dated:          ,      |                         |
|                                                                                                   |                              |        |  |

 

B-3

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**ANNEX A TO CERTIFICATE OFTRANSFER**

** **

1.             The Transferor owns and proposes to transfer thefollowing:

 

[CHECK ONE OF (a) OR (b)]

 

(a)           o  a beneficial interest in the:

 

(i)            o  144A Global Note (CUSIP             ),or

 

(ii)           o  Regulation S Global Note (CUSIP             );or

 

 (b)          o  aRestricted Definitive Note.

 

2.             After the Transfer the Transferee will hold:

 

[CHECK ONE]

 

(a)           o  a beneficial interest in the:

 

(i)            o  144A Global Note (CUSIP             ),or

 

(ii)           o  Regulation S Global Note (CUSIP             ),or

 

(iii)          o  Unrestricted Global Note (CUSIP             );or

 

(b)           o aRestricted Definitive Note; or

 

(c)           oan Unrestricted Definitive Note,

 

in accordancewith the terms of the Indenture.

 

B-4

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**EXHIBIT C**

**FORM OF CERTIFICATE OF EXCHANGE**

 

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite180

El Segundo, California  90245

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT  06103

 

Re:          17%Senior Discount Notes due 2008 of DeCrane Aircraft Holdings, Inc., a Delawarecorporation.

 

(CUSIP:               )

 

Reference is hereby madeto the Indenture, dated as of July 23, 2004 (the “*Indenture*”),among DeCrane Aircraft Holdings, Inc. (the “*Issuer*”), theguarantors party thereto and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined hereinshall have the meanings given to them in the Indenture.

 

                 ,(the “*Owner*”) owns and proposes to exchangethe Note[s] or interest in such Note[s] specified herein, in the principalamount at maturity of$              in such Note[s] or interests (the “*Exchange*”).  In connection with the Exchange, the Ownerhereby certifies that:

 

1**.****          ****Exchange of Restricted DefinitiveNotes or Beneficial Interests in a Restricted Global Note for UnrestrictedDefinitive Notes or Beneficial Interests in an Unrestricted Global Note**

 

(a)           o            **Check if Exchange is frombeneficial interest in a Restricted Global Note to beneficial interest in anUnrestricted Global Note**.  In connectionwith the Exchange of the Owner’s beneficial interest in a Restricted GlobalNote for a beneficial interest in an Unrestricted Global Note in an equalprincipal amount, the Owner hereby certifies (i) the beneficial interest isbeing acquired for the Owner’s own account without transfer, (ii) such Exchangehas been effected in compliance with the transfer restrictions applicable tothe Global Notes and pursuant to and in accordance with the United States SecuritiesAct of 1933, as amended (the “*Securities Act*”),(iii) the restrictions on transfer contained in the Indenture and the PrivatePlacement Legend are not required in order to maintain compliance with theSecurities Act and (iv) the beneficial interest in an Unrestricted Global Noteis being acquired in compliance with any applicable blue sky securities laws ofany state of the United States.

 

(b)           o            **Check if Exchange is frombeneficial interest in a Restricted Global Note to Unrestricted Definitive Note**. In connection with the Exchange of the Owner’s beneficial interest in aRestricted Global Note for an Unrestricted Definitive Note, the Owner herebycertifies (i) the Definitive Note is being acquired for the Owner’s own accountwithout transfer, (ii) such Exchange has been effected in compliance with thetransfer restrictions applicable to the Restricted Global Notes and pursuant toand in accordance with the Securities Act, (iii) the restrictions on transfercontained in the Indenture and the Private Placement Legend are not required inorder to maintain compliance with the

 

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Securities Act and (iv) theDefinitive Note is being acquired in compliance with any applicable blue skysecurities laws of any state of the United States.

 

(c)           o            **Check if Exchange is fromRestricted Definitive Note to beneficial interest in an Unrestricted GlobalNote**.  In connection with the Owner’s Exchange of aRestricted Definitive Note for a beneficial interest in an Unrestricted GlobalNote, the Owner hereby certifies (i) the beneficial interest is being acquiredfor the Owner’s own account without transfer, (ii) such Exchange has beeneffected in compliance with the transfer restrictions applicable to RestrictedDefinitive Notes and pursuant to and in accordance with the Securities Act,(iii) the restrictions on transfer contained in the Indenture and the PrivatePlacement Legend are not required in order to maintain compliance with theSecurities Act and (iv) the beneficial interest is being acquired in compliancewith any applicable blue sky securities laws of any state of the United States.

 

(d)           o            **Check if Exchange is fromRestricted Definitive Note to Unrestricted Definitive Note**. In connection with the Owner’s Exchange of a Restricted Definitive Notefor an Unrestricted Definitive Note, the Owner hereby certifies (i) theUnrestricted Definitive Note is being acquired for the Owner’s own accountwithout transfer, (ii) such Exchange has been effected in compliance with thetransfer restrictions applicable to Restricted Definitive Notes and pursuant toand in accordance with the Securities Act, (iii) the restrictions on transfercontained in the Indenture and the Private Placement Legend are not required inorder to maintain compliance with the Securities Act and (iv) the UnrestrictedDefinitive Note is being acquired in compliance with any applicable blue skysecurities laws of any state of the United States.

 

2.**          ****Exchange of Restricted DefinitiveNotes or Beneficial Interests in Restricted Global Notes for RestrictedDefinitive Notes or Beneficial Interests in Restricted Global Notes**

 

(a)           o            **Check if Exchange is frombeneficial interest in a Restricted Global Note to Restricted Definitive Note**. In connection with the Exchange of the Owner’s beneficial interest in aRestricted Global Note for a Restricted Definitive Note with an equal principalamount, the Owner hereby certifies that the Restricted Definitive Note is beingacquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange inaccordance with the terms of the Indenture, the Restricted Definitive Noteissued will continue to be subject to the restrictions on transfer enumeratedin the Private Placement Legend printed on the Restricted Definitive Note andin the Indenture and the Securities Act.

 

(b)           o            **Check if Exchange is fromRestricted Definitive Note to beneficial interest in a Restricted Global Note**. In connection with the Exchange of the Owner’s Restricted DefinitiveNote for a beneficial interest in the [CHECK ONE]  ̈ “144A Global Note,”“Regulation S Global Note,” with an equal principal amount, the Owner herebycertifies (i) the beneficial interest is being acquired for the Owner’s ownaccount without transfer and (ii) such Exchange has been effected in compliancewith the transfer restrictions applicable to the Restricted Global Notes andpursuant to and in accordance with the Securities Act, and in compliance withany applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange inaccordance with the terms of the Indenture, the beneficial interest issued willbe subject to the restrictions on transfer enumerated in the Private PlacementLegend printed on the relevant Restricted Global Note and in the Indenture andthe Securities Act.

 

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This certificate and the statements contained herein are made for yourbenefit and the benefit of the Issuer.

 
|                                                                                              |                    |   |
|---------------------------------------------------------------------------------------------------|-------------------------|--------|
|                                                                                              | [Insert Name of  Owner] |
|                                                                                              |                    |
|                                                                                              | By:                     |   |   |
|                                                                                              |                    | Name:  |
|                                                                                              |                    | Title: |
|                                                                                              |                    |
| Dated:          ,      |                    |
|                                                                                                   |                         |        |  |

 

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**EXHIBIT D**

 

**FORM OF CERTIFICATE FROM****ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR**

 

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite180

El Segundo, California  90245

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT  06103

 

Re:          17%Senior Discount Notes due 2008 of DeCrane Aircraft Holdings, Inc., a Delawarecorporation.

 

(CUSIP:                )

 

Reference is hereby madeto the Indenture, dated as of July 23, 2004 (the “*Indenture*”),among DeCrane Aircraft Holdings, Inc. (the “*Issuer*”), theguarantors party thereto and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined hereinshall have the meanings given to them in the Indenture.

 

In connection with ourproposed purchase of$                   aggregate principal amount at maturity of a Definitive Note:

 

we confirm that:

 

1.             We understand that any subsequent transfer of the Notesor any interest therein is subject to certain restrictions and conditions setforth in the Indenture and the undersigned agrees to be bound by, and not toresell, pledge or otherwise transfer the Notes or any interest therein exceptin compliance with, such restrictions and conditions and the United StatesSecurities Act of 1933, as amended (the “*Securities Act*”).

 

2.             We understand that the offer and sale of the Noteshave not been registered under the Securities Act, and that the Notes and anyinterest therein may not be offered or sold except as permitted in thefollowing sentence.  We agree, on our ownbehalf and on behalf of any accounts for which we are acting as hereinafterstated, that if we should sell the Notes or any interest therein, we will do soonly (A) to the Issuer or any subsidiary thereof, (B) in accordance with Rule144A under the Securities Act to a “qualified institutional buyer” (as definedtherein), (c) to an institutional “accredited investor” (as defined below)that, prior to such transfer, furnishes (or has furnished on its behalf by aU.S. broker-dealer) to you and to the Issuer a signed letter substantially inthe form of this letter and, if such transfer is in respect of a principalamount at maturity of Notes, at the time of transfer of less than $250,000, anOpinion of Counsel in form reasonably acceptable to the Issuer to the effectthat such transfer is in compliance with the Securities Act, (D) outside theUnited States in accordance with Rule 904 of Regulation S under the SecuritiesAct, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or(F) pursuant to an effective registration statement under the Securities Act,and we further agree to

 

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provide to any personpurchasing the Definitive Note or beneficial interest in a Global Note from usin a transaction meeting the requirements of clauses (A) through (E) of thisparagraph a notice advising such purchaser that resales thereof are restrictedas stated herein.

 

3.             We understand that, on any proposed resale of theNotes or beneficial interest therein, we will be required to furnish to you andthe Issuer such certifications, legal opinions and other information as you andthe Issuer may reasonably require to confirm that the proposed sale complieswith the foregoing restrictions.  Wefurther understand that the Notes purchased by us will bear a legend to theforegoing effect.  We further understandthat any subsequent transfer by us of the Notes acquired by us must be effectedthrough one of the Placement Agents.

 

4.             We are an institutional “accredited investor” (asdefined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the SecuritiesAct) and have such knowledge and experience in financial and business mattersas to be capable of evaluating the merits and risks of our investment in theNotes, and we and any accounts for which we are acting are each able to bearthe economic risk of our or its investment.

 

5.             We are acquiring the Notes or beneficial interesttherein purchased by us for our own account or for one or more accounts (eachof which is an institutional “accredited investor”) as to each of which weexercise sole investment discretion.

 

You and the Issuer areentitled to rely upon this letter and are irrevocably authorized to producethis letter or a copy hereof to any interested party in any administrative orlegal proceedings or official inquiry with respect to the matters coveredhereby.

 

 
|                                                                                                                                                                                                                                        |                                  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|--------|
|                                                                                                                                                                                                                                        | [Insert Name of  Accredited Investor] |
|                                                                                                                                                                                                                                        |                                  |
|                                                                                                                                                                                                                                        | By:                                   |   |   |
|                                                                                                                                                                                                                                        |                                  | Name:  |
|                                                                                                                                                                                                                                        |                                  | Title: |
|                                                                                                                                                                                                                                        |                                  |
| Dated:                                 ,      |                                  |
|                                                                                                                                                                                                                                             |                                       |        |  |  |

 

D-2

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**EXHIBITE**

 

**FORM OF SUPPLEMENTAL INDENTURETO BE DELIVERED BY SUBSEQUENT GUARANTORS**

 

SUPPLEMENTAL INDENTURE(this “*Supplemental Indenture*”), dated as of          , 200 ,among                    (the “*Guarantor*”), a subsidiary of DeCraneAircraft Holdings, Inc. (or its permitted successor), a Delaware corporation(the “*Issuer*”), the other Guarantors (asdefined in the Indenture referred to herein) and U.S. Bank NationalAssociation, as trustee under the Indenture referred to below (the “*Trustee*”).

 

W I T N E S S E T H

 

WHEREAS, the Issuer hasheretofore executed and delivered to the Trustee an indenture (the “*Indenture*”), dated as of July 23, 2004, providing for theissuance of 17% Senior Discount Notes due 2008 (the “*Notes*”);

 

WHEREAS, the Indentureprovides that under certain circumstances the Guarantor shall execute anddeliver to the Trustee a supplemental indenture pursuant to which the Guarantorshall unconditionally guarantee all of the Issuer’s Obligations under the Notesand the Indenture on the terms and conditions set forth herein (the “*Note Guarantee*”); and

 

WHEREAS, pursuant toSection 9.06 of the Indenture, the Trustee is authorized to execute and deliverthis Supplemental Indenture.

 

NOW THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged, the Guarantor and the Trusteemutually covenant and agree for the equal and ratable benefit of the Holders ofthe Notes as follows:

 

1.*            **CAPITALIZED TERMS*. Capitalized terms used herein without definition shall have the meaningsassigned to them in the Indenture.

 

2*.**            **AGREEMENT TO GUARANTEE*. The Guarantor hereby agrees as follows:

 

(a)           Along with all Guarantors named in the Indenture, tojointly and severally Guarantee to each Holder of a Note authenticated anddelivered by the Trustee and to the Trustee and its successors and assigns,irrespective of the validity and enforceability of the Indenture, the Notes orthe obligations of Issuer hereunder or thereunder, that:

 

(i)            the Accreted Value of the Notes will be promptly paidin full when due, whether at maturity, by acceleration, redemption or otherwise,and interest on the overdue principal of the Notes, if any, if lawful, and allother obligations of the Issuer to the Holders or the Trustee hereunder orthereunder will be promptly paid in full or performed, all in accordance withthe terms hereof and thereof; and

 

(ii)           in case of any extension of time of payment or renewalof any Notes or any of such other obligations, that same will be promptly paidin full when due or performed in accordance with the terms of the extension orrenewal, whether at stated maturity, by

 

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acceleration or otherwise.  Failing payment when due of any amountso guaranteed or any performance so guaranteed for whatever reason, theGuarantors shall be jointly and severally obligated to pay the sameimmediately.

 

(b)           The obligations hereunder shall be unconditional,irrespective of the validity, regularity or enforceability of the Notes or theIndenture, the absence of any action to enforce the same, any waiver or consentby any Holder of the Notes with respect to any provisions hereof or thereof,the recovery of any judgment against Issuer, any action to enforce the same orany other circumstance which might otherwise constitute a legal or equitabledischarge or defense of a guarantor.

 

(c)           The following is hereby waived: diligence,presentment, demand of payment, filing of claims with a court in the event ofinsolvency or bankruptcy of the Issuer, any right to require a proceeding firstagainst the Issuer, protest, notice and all demands whatsoever.

 

(d)           This Note Guarantee shall not be discharged except bycomplete performance of the obligations contained in the Notes and theIndenture.

 

(e)           If any Holder or the Trustee is required by any courtor otherwise to return to the Issuer, the Guarantors, or any Custodian,trustee, liquidator or other similar official acting in relation to either theIssuer or the Guarantors, any amount paid by either to the Trustee or suchHolder, this Note Guarantee, to the extent theretofore discharged, shall bereinstated in full force and effect.

 

(f)            The Guarantor shall not be entitled to any right ofsubrogation in relation to the Holders in respect of any obligations guaranteedhereby until payment in full of all obligations guaranteed hereby.

 

(g)           As between the Guarantors, on the one hand, and theHolders and the Trustee, on the other hand, (x) the maturity of theobligations guaranteed hereby may be accelerated as provided in Article 6of the Indenture for the purposes of this Note Guarantee, notwithstanding anystay, injunction or other prohibition preventing such acceleration in respectof the obligations guaranteed hereby, and (y) in the event of anyacceleration of such obligations as provided in Article 6 of the Indenture,such obligations (whether or not due and payable) shall forthwith become dueand payable by the Guarantors for the purpose of this Note Guarantee.

 

(h)           The Guarantors shall have the right to seekcontribution from any non-paying Guarantor so long as the exercise of suchright does not impair the rights of the Holders under the Guarantee.

 

(i)            Pursuant to Section 10.02 of the Indenture, aftergiving effect to any maximum amount and any other contingent and fixedliabilities that are relevant under any applicable Bankruptcy or fraudulentconveyance laws, and after giving effect to any collections from, rights toreceive contribution from or payments made by or on behalf of any otherGuarantor in respect of the obligations of such other Guarantor under Article10 of the Indenture shall result in the obligations of such Guarantor under itsNote Guarantee not constituting a fraudulent transfer or conveyance.

 

3*.**            **EXECUTION AND DELIVERY*. Each Guarantor agrees that the Note Guarantees shall remain in fullforce and effect notwithstanding any failure to endorse on each Note a notationof such Note Guarantee.

 

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4.*            **GUARANTOR MAY CONSOLIDATE, ETC.ON CERTAIN TERMS.*

 

(a)           No Guarantor may consolidate with or merge with orinto (whether or not such Guarantor is the surviving Person), anothercorporation, Person or entity whether or not affiliated with such Guarantorunless:

 

(i)            subject to Section 5(a) hereof, the Person formed byor surviving any such consolidation or merger (if other than such Guarantor)assumes all the obligations of such Guarantor pursuant to a supplementalindenture in form and substance reasonably satisfactory to the Trustee, underthe Notes, the Indenture and the Registration Rights Agreement;

 

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

 

(iii)          Issuer would, at the time of such transaction andafter giving pro forma effect thereto as if such transaction had occurred atthe beginning of the applicable four-quarter period, have a Fixed ChargeCoverage Ratio of at least 2.0 to 1;

 

*providedthat*, therequirements of clause (iii) of this Section 4(a) will not apply in the case ofa consolidation with or merger with or into the Issuer or another Guarantor.

 

(b)           In case of any such consolidation or merger, and uponthe assumption by the successor Person, by supplemental indenture executed anddelivered to the Trustee in the form of Exhibit E to the Indenture or otherwisesatisfactory in form to the Trustee, of the Note Guarantee and the due andpunctual performance of all of the covenants and conditions of the Indenture tobe performed by the Guarantor, such successor Person shall succeed to and besubstituted for the Guarantor with the same effect as if it had been namedherein as a Guarantor.  All the Note Guarantees so issued shall in allrespects have the same legal rank and benefit under the Indenture as the NoteGuarantees theretofore and thereafter issued in accordance with the terms ofthe Indenture as though all of such Note Guarantees had been issued at the dateof the execution hereof.

 

(c)           Except as set forth in Articles 4 and 5 of theIndenture, and notwithstanding clauses (a) and (b) above, nothing contained inthe Indenture or in any of the Notes shall prevent any consolidation or mergerof a Guarantor with or into the Issuer or another Guarantor, or shall preventany sale or conveyance of the property of a Guarantor as an entirety orsubstantially as an entirety to the Issuer or another Guarantor.

 

*5.**            **RELEASES.*

 

(a)           In the event of a sale or other disposition of all ofthe assets of any Guarantor, by way of merger, consolidation or otherwise, or asale or other disposition of all of the capital stock of any Guarantor, suchGuarantor (in the event of a sale or other disposition, by way of such amerger, consolidation or otherwise, of all of the capital stock of suchGuarantor) or the corporation acquiring the property (in the event of a sale orother disposition of all of the assets of such Guarantor) will be released andrelieved of any obligations under its Note Guarantee; *provided*that the Net Proceeds of such sale or other disposition are applied inaccordance with the applicable provisions of the Indenture, including withoutlimitation Section 4.10 of the Indenture. Upon delivery by the Issuer to the Trustee of an Officers’ Certificateand an Opinion of Counsel to the effect that such sale or other disposition wasmade by the Issuer in accordance with the applicable provisions of theIndenture, including, without limitation,

 

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Section 4.10 of the Indenture,the Trustee shall execute any documents reasonably required in order toevidence the release of any Guarantor from its obligations under its NoteGuarantee.

 

(b)           Any Guarantor not released from its obligations underits Note Guarantee shall remain liable for the full amount of principal of andinterest on the Notes and for the other obligations of any Guarantor under theIndenture as provided in Article 10 of the Indenture.

 

6.             *NO RECOURSE AGAINST OTHERS*.  No past, present or futuredirector, officer, employee, incorporator, stockholder or agent of theGuarantor, as such, shall have any liability for any obligations of the Issueror any Guarantor under the Notes, any Note Guarantees, the Indenture or thisSupplemental Indenture or for any claim based on, in respect of, or by reasonof, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases allsuch liability.  The waiver and releaseare part of the consideration for issuance of the Notes.  Such waiver may not be effective to waiveliabilities under the federal securities laws and it is the view of theCommission that such a waiver is against public policy.

 

7.             *NEW YORK LAW TO GOVERN*. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TOCONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWSOF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

8.             *COUNTERPARTS*  The partiesmay sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, butall of them together represent the same agreement.

 

9.             *EFFECT OF HEADINGS*.  The Sectionheadings herein are for convenience only and shall not affect the constructionhereof.

 

10            *THE TRUSTEE*.  The Trusteeshall not be responsible in any manner whatsoever for or in respect of thevalidity or sufficiency of this Supplemental Indenture or for or in respect ofthe recitals contained herein, all of which recitals are made solely by theGuarantor and the Issuer.

 

E-4

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IN WITNESS WHEREOF, the parties hereto havecaused this Supplemental Indenture to be duly executed as of the date firstabove written.

 

 
|   | [Guarantor]                                 |
|--------|---------------------------------------------|
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title: |
|   |                                        |
|   |                                        |
|   | DECRANE AIRCRAFT HOLDINGS, INC.             |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title: |
|   |                                        |
|   |                                        |
|   | [EXISTING GUARANTORS]                       |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title |
|   |                                        |
|   |                                        |
|   | U.S. BANK NATIONAL ASSOCIATION,  as Trustee |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title: |

 

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