Exhibit 4.2


 


EXECUTION
VERSION


 


MASONITE INTERNATIONAL CORPORATION


Company


 


MASONITE
INTERNATIONAL INC.


Parent


 


MASONITE CORPORATION


as a guarantor




Guarantors party hereto


and


 


THE BANK OF NEW YORK


Trustee


 


EXCHANGE
NOTE INDENTURE


 


Dated
as of October 6, 2006


 


 


 


 


 


Senior
Subordinated Notes Due 2015


 

















 


MASONITE INTERNATIONAL CORPORATION


Reconciliation and tie between Trust Indenture Act

of 1939 and Exchange Note Indenture, dated as of October 6, 2006


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  §
  310 (a)(1)

  	
   

  	
  608

  
	
  (a)(2)

  	
   

  	
  608

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  608,
  609

  
	
  (c)

  	
   

  	
  N.A.

  
	
  §
  311 (a)

  	
   

  	
  605

  
	
  (b)

  	
   

  	
  605

  
	
  (c)

  	
   

  	
  N.A.

  
	
  §
  312 (a)

  	
   

  	
  701

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  §
  313 (a)

  	
   

  	
  703

  
	
  (a)(4)

  	
   

  	
  1008

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  703

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (d)

  	
   

  	
  703

  
	
  (e)

  	
   

  	
  102

  
	
  § 314 (a)

  	
   

  	
  1009

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  102

  
	
  (f)

  	
   

  	
  1017

  
	
  §
  315 (a)

  	
   

  	
  601

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  §
  316 (a) (last sentence)

  	
   

  	
  101(“Outstanding”)

  
	
  (a)(1)(A)

  	
   

  	
  502,
  512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104(d)

  
	
  §
  317 (a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  § 318 (a)

  	
   

  	
  111

  
	
  N.A.
  means Not Applicable.

  	
   

  



 














Table of Contents


	
   

  	
   

  	
  Page

  	
   

  
	
  ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF
  GENERAL APPLICATION

  	
   

  	
  2

  	
   

  
	
  SECTION 101.   Rules of Construction and
  Incorporation by Reference of Trust Indenture Act

  	
   

  	
  2

  	
   

  
	
  SECTION 102.   Definitions

  	
   

  	
  3

  	
   

  
	
  “Acquired Indebtedness”

  	
   

  	
  3

  	
   

  
	
  “Act”

  	
   

  	
  3

  	
   

  
	
  “Additional Amounts”

  	
   

  	
  3

  	
   

  
	
  “Additional Interest”

  	
   

  	
  3

  	
   

  
	
  “Additional Interest Notice”

  	
   

  	
  3

  	
   

  
	
  “Additional Notes”

  	
   

  	
  3

  	
   

  
	
  “Adjusted Net Assets”

  	
   

  	
  3

  	
   

  
	
  “Affiliate”

  	
   

  	
  3

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  3

  	
   

  
	
  “Agent”

  	
   

  	
  4

  	
   

  
	
  “Applicable Premium”

  	
   

  	
  4

  	
   

  
	
  “Asset Sale”

  	
   

  	
  4

  	
   

  
	
  “Asset Sale Offer”

  	
   

  	
  5

  	
   

  
	
  “Bankruptcy Law”

  	
   

  	
  5

  	
   

  
	
  “Blockage Notice”

  	
   

  	
  5

  	
   

  
	
  “Board of Directors”

  	
   

  	
  5

  	
   

  
	
  “Board Resolution”

  	
   

  	
  5

  	
   

  
	
  “Bridge Closing Date”

  	
   

  	
  5

  	
   

  
	
  “Business Day”

  	
   

  	
  5

  	
   

  
	
  “Capital Stock”

  	
   

  	
  5

  	
   

  
	
  “Capitalized Lease Obligation”

  	
   

  	
  6

  	
   

  
	
  “Cash Equivalents”

  	
   

  	
  6

  	
   

  
	
  “Change of Control”

  	
   

  	
  7

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  8

  	
   

  
	
  “Change of Control Payment”

  	
   

  	
  8

  	
   

  
	
  “Change of Control Payment Date”

  	
   

  	
  8

  	
   

  
	
  “Common Stock”

  	
   

  	
  8

  	
   

  
	
  “Company”

  	
   

  	
  8

  	
   

  
	
  “Company Request”

  	
   

  	
  8

  	
   

  
	
  “Company Order”

  	
   

  	
  8

  	
   

  
	
  “consolidated”

  	
   

  	
  8

  	
   

  
	
  “Consolidated”

  	
   

  	
  8

  	
   

  
	
  “Consolidated Depreciation and Amortization Expense”

  	
   

  	
  8

  	
   

  
	
  “Consolidated Interest Expense”

  	
   

  	
  8

  	
   

  
	
  “Consolidated Net Income”

  	
   

  	
  9

  	
   

  
	
  “Consolidated Secured Debt Ratio”

  	
   

  	
  10

  	
   

  
	
  “Consolidated Total Indebtedness”

  	
   

  	
  10

  	
   

  



 


i

















 


	
  “Contingent Obligations”

  	
   

  	
  11

  	
   

  
	
  “Corporate Trust Office”

  	
   

  	
  11

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  11

  	
   

  
	
  “Credit Facilities”

  	
   

  	
  11

  	
   

  
	
  “Default”

  	
   

  	
  12

  	
   

  
	
  “Defaulted Interest”

  	
   

  	
  12

  	
   

  
	
  “Depositary”

  	
   

  	
  12

  	
   

  
	
  “Designated Noncash Consideration”

  	
   

  	
  12

  	
   

  
	
  “Designated Preferred Stock”

  	
   

  	
  12

  	
   

  
	
  “Designated Senior Indebtedness”

  	
   

  	
  12

  	
   

  
	
  “Disqualified Stock”

  	
   

  	
  12

  	
   

  
	
  “DTC”

  	
   

  	
  13

  	
   

  
	
  “EBITDA”

  	
   

  	
  13

  	
   

  
	
  “EMU”

  	
   

  	
  14

  	
   

  
	
  “Equity Interests”

  	
   

  	
  14

  	
   

  
	
  “Equity Offering”

  	
   

  	
  14

  	
   

  
	
  “euro”

  	
   

  	
  15

  	
   

  
	
  “Event of Default”

  	
   

  	
  15

  	
   

  
	
  “Excess Proceeds”

  	
   

  	
  15

  	
   

  
	
  “Exchange Act”

  	
   

  	
  15

  	
   

  
	
  “Exchange Date”

  	
   

  	
  15

  	
   

  
	
  “Exchange Notes”

  	
   

  	
  15

  	
   

  
	
  “Exchange Offer”

  	
   

  	
  15

  	
   

  
	
  “Excluded Contribution”

  	
   

  	
  15

  	
   

  
	
  “Existing Indebtedness”

  	
   

  	
  15

  	
   

  
	
  “Final Maturity Date”

  	
   

  	
  15

  	
   

  
	
  “Fixed Charge Coverage Ratio”

  	
   

  	
  15

  	
   

  
	
  “Fixed Charges”

  	
   

  	
  16

  	
   

  
	
  “Foreign Subsidiary”

  	
   

  	
  17

  	
   

  
	
  “Funding Guarantor”

  	
   

  	
  17

  	
   

  
	
  “GAAP”

  	
   

  	
  17

  	
   

  
	
  “Government Securities”

  	
   

  	
  17

  	
   

  
	
  “guarantee”

  	
   

  	
  17

  	
   

  
	
  “Guarantee”

  	
   

  	
  17

  	
   

  
	
  “Guarantors”

  	
   

  	
  17

  	
   

  
	
  “Hedging Obligations”

  	
   

  	
  18

  	
   

  
	
  “Historical Adjustments”

  	
   

  	
  18

  	
   

  
	
  “Holder”

  	
   

  	
  19

  	
   

  
	
  “incur”

  	
   

  	
  19

  	
   

  
	
  “incurrence”

  	
   

  	
  19

  	
   

  
	
  “Indebtedness”

  	
   

  	
  19

  	
   

  
	
  “Indenture”

  	
   

  	
  20

  	
   

  
	
  “Independent Financial Advisor”

  	
   

  	
  20

  	
   

  
	
  “Initial Notes”

  	
   

  	
  20

  	
   

  
	
  “Interest Payment Date”

  	
   

  	
  20

  	
   

  
	
  “Investment Grade Rating”

  	
   

  	
  20

  	
   

  



 


ii

















 


	
  “Investment Grade Securities”

  	
   

  	
  20

  	
   

  
	
  “Investments”

  	
   

  	
  20

  	
   

  
	
  “Investors”

  	
   

  	
  21

  	
   

  
	
  “Issue Date”

  	
   

  	
  21

  	
   

  
	
  “Judgment Currency”

  	
   

  	
  21

  	
   

  
	
  “Judgment Currency Conversion Date”

  	
   

  	
  21

  	
   

  
	
  “KKR Financial Corp.”

  	
   

  	
  21

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  21

  	
   

  
	
  “Legal Holiday”

  	
   

  	
  21

  	
   

  
	
  “Lien”

  	
   

  	
  21

  	
   

  
	
  “Letter of Transmittal”

  	
   

  	
  22

  	
   

  
	
  “Loans”

  	
   

  	
  22

  	
   

  
	
  “Maturity”

  	
   

  	
  22

  	
   

  
	
  “Moody’s”

  	
   

  	
  22

  	
   

  
	
  “Net Income”

  	
   

  	
  22

  	
   

  
	
  “Net Proceeds”

  	
   

  	
  22

  	
   

  
	
  “Non-Issuing Company”

  	
   

  	
  22

  	
   

  
	
  “Non-Issuing Company Notes”

  	
   

  	
  22

  	
   

  
	
  “Non-Payment Default”

  	
   

  	
  22

  	
   

  
	
  “Non-U.S.
  Person”

  	
   

  	
  22

  	
   

  
	
  “Note Register”

  	
   

  	
  23

  	
   

  
	
  “Note Registrar”

  	
   

  	
  23

  	
   

  
	
  “Notes”

  	
   

  	
  23

  	
   

  
	
  “Obligations”

  	
   

  	
  23

  	
   

  
	
  “Obligation Currency”

  	
   

  	
  23

  	
   

  
	
  “Officer”

  	
   

  	
  23

  	
   

  
	
  “Officers’ Certificate”

  	
   

  	
  23

  	
   

  
	
  “Opinion of Counsel”

  	
   

  	
  23

  	
   

  
	
  “Outstanding”

  	
   

  	
  23

  	
   

  
	
  “Outstanding Notes”

  	
   

  	
  23

  	
   

  
	
  “Parent”

  	
   

  	
  24

  	
   

  
	
  “Pari Passu Indebtedness”

  	
   

  	
  24

  	
   

  
	
  “pay the Notes”

  	
   

  	
  24

  	
   

  
	
  “Paying Agent”

  	
   

  	
  24

  	
   

  
	
  “Payment Blockage Period”

  	
   

  	
  24

  	
   

  
	
  “Payment Default”

  	
   

  	
  24

  	
   

  
	
  “Permitted Asset Swap”

  	
   

  	
  24

  	
   

  
	
  “Permitted Holders”

  	
   

  	
  24

  	
   

  
	
  “Permitted Investments”

  	
   

  	
  25

  	
   

  
	
  “Permitted Junior Securities”

  	
   

  	
  26

  	
   

  
	
  “Permitted Liens”

  	
   

  	
  27

  	
   

  
	
  “Person”

  	
   

  	
  29

  	
   

  
	
  “Predecessor Note”

  	
   

  	
  29

  	
   

  
	
  “preferred stock”

  	
   

  	
  29

  	
   

  
	
  “Protected Purchaser”

  	
   

  	
  29

  	
   

  
	
  “Qualified Proceeds”

  	
   

  	
  29

  	
   

  



 


iii

















 


	
  “Rating Agencies”

  	
   

  	
  29

  	
   

  
	
  “Receivables Facility”

  	
   

  	
  30

  	
   

  
	
  “Receivables Fees”

  	
   

  	
  30

  	
   

  
	
  “Redemption Date”

  	
   

  	
  30

  	
   

  
	
  “Redemption Price”

  	
   

  	
  30

  	
   

  
	
  “Refinancing Indebtedness”

  	
   

  	
  30

  	
   

  
	
  “Refunding Capital Stock”

  	
   

  	
  30

  	
   

  
	
  “Registration Rights Agreement”

  	
   

  	
  30

  	
   

  
	
  “Registration Statement”

  	
   

  	
  30

  	
   

  
	
  “Regular Record Date”

  	
   

  	
  30

  	
   

  
	
  “Related Business Assets”

  	
   

  	
  30

  	
   

  
	
  “Representative”

  	
   

  	
  30

  	
   

  
	
  “Responsible Officer”

  	
   

  	
  30

  	
   

  
	
  “Restricted Investment”

  	
   

  	
  31

  	
   

  
	
  “Restricted Payments”

  	
   

  	
  31

  	
   

  
	
  “Restricted Subsidiary”

  	
   

  	
  31

  	
   

  
	
  “Retired Capital Stock”

  	
   

  	
  31

  	
   

  
	
  “S&P”

  	
   

  	
  31

  	
   

  
	
  “Sale and Lease-Back Transaction”

  	
   

  	
  31

  	
   

  
	
  “SEC”

  	
   

  	
  31

  	
   

  
	
  “Secured Indebtedness”

  	
   

  	
  31

  	
   

  
	
  “Securities Act”

  	
   

  	
  31

  	
   

  
	
  “Senior Credit Facilities”

  	
   

  	
  31

  	
   

  
	
  “Senior Indebtedness”

  	
   

  	
  31

  	
   

  
	
  “Senior Subordinated Indebtedness”

  	
   

  	
  33

  	
   

  
	
  “Senior Subordinated Notes”

  	
   

  	
  33

  	
   

  
	
  “Shelf Registration”

  	
   

  	
  33

  	
   

  
	
  “Shelf Registration Statement”

  	
   

  	
  33

  	
   

  
	
  “Significant Subsidiary”

  	
   

  	
  33

  	
   

  
	
  “Similar Business”

  	
   

  	
  33

  	
   

  
	
  “Special Record Date”

  	
   

  	
  33

  	
   

  
	
  “Stated Maturity”

  	
   

  	
  34

  	
   

  
	
  “Subordinated Indebtedness”

  	
   

  	
  34

  	
   

  
	
  “Subsidiary”

  	
   

  	
  34

  	
   

  
	
  “Successor Company”

  	
   

  	
  34

  	
   

  
	
  “Successor Person”

  	
   

  	
  34

  	
   

  
	
  “Total Assets”

  	
   

  	
  34

  	
   

  
	
  “Transaction”

  	
   

  	
  34

  	
   

  
	
  “Transfer Date”

  	
   

  	
  35

  	
   

  
	
  “Transaction Agreement”

  	
   

  	
  35

  	
   

  
	
  “Treasury Rate”

  	
   

  	
  35

  	
   

  
	
  “Trust Indenture Act”

  	
   

  	
  35

  	
   

  
	
  “TIA”

  	
   

  	
  35

  	
   

  
	
  “Trustee”

  	
   

  	
  35

  	
   

  
	
  “Uniform Commercial Code”

  	
   

  	
  35

  	
   

  
	
  “Unrestricted Subsidiary”

  	
   

  	
  35

  	
   

  



 


iv

















 


	
  “U.S. Person”

  	
   

  	
  36

  	
   

  
	
  “Vice President”

  	
   

  	
  36

  	
   

  
	
  “Voting Stock”

  	
   

  	
  36

  	
   

  
	
  “Weighted Average Life to Maturity”

  	
   

  	
  36

  	
   

  
	
  “Wholly Owned Subsidiary”

  	
   

  	
  37

  	
   

  
	
  SECTION 103.   Compliance Certificates and
  Opinions

  	
   

  	
  37

  	
   

  
	
  SECTION 104.   Form of Documents Delivered
  to Trustee

  	
   

  	
  37

  	
   

  
	
  SECTION 105.   Acts of Holders

  	
   

  	
  38

  	
   

  
	
  SECTION 106.   Notices, Etc., to Trustee,
  Company, any Guarantor and Agent

  	
   

  	
  39

  	
   

  
	
  SECTION 107.   Notice to Holders; Waiver

  	
   

  	
  39

  	
   

  
	
  SECTION 108.   Effect of Headings and
  Table of Contents

  	
   

  	
  40

  	
   

  
	
  SECTION 109.   Successors and Assigns

  	
   

  	
  40

  	
   

  
	
  SECTION 110.   Separability Clause

  	
   

  	
  40

  	
   

  
	
  SECTION 111.   Benefits of Indenture

  	
   

  	
  40

  	
   

  
	
  SECTION 112.   Governing Law

  	
   

  	
  40

  	
   

  
	
  SECTION 113.   Legal Holidays

  	
   

  	
  40

  	
   

  
	
  SECTION 114.   No Personal Liability of
  Directors, Officers, Employees and Stockholders

  	
   

  	
  40

  	
   

  
	
  SECTION 115.   Trust Indenture Act
  Controls

  	
   

  	
  40

  	
   

  
	
  SECTION 116.   Counterparts

  	
   

  	
  41

  	
   

  
	
  SECTION 117.   Waiver of Jury Trial

  	
   

  	
  41

  	
   

  
	
  SECTION 118.   Force Majeure

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO THE NOTES

  	
   

  	
  41

  	
   

  
	
  SECTION 201.   Procedure for Exchange

  	
   

  	
  41

  	
   

  
	
  SECTION 202.   Principal Amount and
  Maturity

  	
   

  	
  42

  	
   

  
	
  SECTION 203.   Interest Rates

  	
   

  	
  42

  	
   

  
	
  SECTION 204.   Form and Dating

  	
   

  	
  43

  	
   

  
	
  SECTION 205.   Execution, Authentication,
  Delivery and Dating

  	
   

  	
  43

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE NOTES FORMS

  	
   

  	
  45

  	
   

  
	
  SECTION 301.   Title and Terms

  	
   

  	
  45

  	
   

  
	
  SECTION 302.   Denominations

  	
   

  	
  45

  	
   

  
	
  SECTION 303.   Temporary Notes

  	
   

  	
  45

  	
   

  
	
  SECTION 304.   Registration, Registration
  of Transfer and Exchange

  	
   

  	
  46

  	
   

  
	
  SECTION 305.   Mutilated, Destroyed, Lost
  and Stolen Notes

  	
   

  	
  47

  	
   

  
	
  SECTION 306.   Payment of Interest;
  Interest Rights Preserved

  	
   

  	
  47

  	
   

  
	
  SECTION 307.   Persons Deemed Owners

  	
   

  	
  49

  	
   

  
	
  SECTION 308.   Cancellation

  	
   

  	
  49

  	
   

  
	
  SECTION 309.   Transfer and Exchange

  	
   

  	
  49

  	
   

  
	
  SECTION 310.   CUSIP Numbers

  	
   

  	
  49

  	
   

  
	
  SECTION 311.   Issuance of Additional
  Notes

  	
   

  	
  50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR SATISFACTION AND DISCHARGE

  	
   

  	
  50

  	
   

  
	
  SECTION 401.   Satisfaction and Discharge
  of Indenture

  	
   

  	
  50

  	
   

  
	
  SECTION 402.   Application of Trust Money

  	
   

  	
  51

  	
   

  



 


v

















 


	
  ARTICLE FIVE REMEDIES

  	
   

  	
  52

  	
   

  
	
  SECTION 501.   Events of Default

  	
   

  	
  52

  	
   

  
	
  SECTION 502.   Acceleration of Maturity;
  Rescission and Annulment

  	
   

  	
  54

  	
   

  
	
  SECTION 503.   Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
   

  	
  55

  	
   

  
	
  SECTION 504.   Trustee May File Proofs of
  Claim

  	
   

  	
  56

  	
   

  
	
  SECTION 505.   Trustee May Enforce Claims
  Without Possession of Notes

  	
   

  	
  57

  	
   

  
	
  SECTION 506.   Application of Money
  Collected

  	
   

  	
  57

  	
   

  
	
  SECTION 507.   Limitation on Suits

  	
   

  	
  57

  	
   

  
	
  SECTION 508.   Unconditional Right of
  Holders to Receive Principal, Premium and Interest

  	
   

  	
  58

  	
   

  
	
  SECTION 509.   Restoration of Rights and
  Remedies

  	
   

  	
  58

  	
   

  
	
  SECTION 510.   Rights and Remedies
  Cumulative

  	
   

  	
  58

  	
   

  
	
  SECTION 511.   Delay or Omission Not
  Waiver

  	
   

  	
  58

  	
   

  
	
  SECTION 512.   Control by Holders

  	
   

  	
  58

  	
   

  
	
  SECTION 513.   Waiver of Past Defaults

  	
   

  	
  59

  	
   

  
	
  SECTION 514.   Waiver of Stay or Extension
  Laws

  	
   

  	
  59

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX THE TRUSTEE

  	
   

  	
  59

  	
   

  
	
  SECTION 601.   Duties of the Trustee

  	
   

  	
  59

  	
   

  
	
  SECTION 602.   Notice of Defaults

  	
   

  	
  60

  	
   

  
	
  SECTION 603.   Certain Rights of Trustee

  	
   

  	
  61

  	
   

  
	
  SECTION 604.   Trustee Not Responsible for
  Recitals or Issuance of Notes

  	
   

  	
  62

  	
   

  
	
  SECTION 605.   May Hold Notes

  	
   

  	
  62

  	
   

  
	
  SECTION 606.   Money Held in Trust

  	
   

  	
  63

  	
   

  
	
  SECTION 607.   Compensation and
  Reimbursement

  	
   

  	
  63

  	
   

  
	
  SECTION 608.   Corporate Trustee Required;
  Eligibility

  	
   

  	
  63

  	
   

  
	
  SECTION 609.   Resignation and Removal;
  Appointment of Successor

  	
   

  	
  64

  	
   

  
	
  SECTION 610.   Acceptance of Appointment
  by Successor

  	
   

  	
  65

  	
   

  
	
  SECTION 611.   Merger, Conversion,
  Consolidation or Succession to Business

  	
   

  	
  65

  	
   

  
	
  SECTION 612.   Appointment of
  Authenticating Agent

  	
   

  	
  65

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE
  AND COMPANY

  	
   

  	
  67

  	
   

  
	
  SECTION 701.   Company to Furnish Trustee
  Names and Addresses

  	
   

  	
  67

  	
   

  
	
  SECTION 702.   Disclosure of Names and
  Addresses of Holders

  	
   

  	
  67

  	
   

  
	
  SECTION 703.   Reports by Trustee

  	
   

  	
  67

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT MERGER, CONSOLIDATION OR SALE OF ALL
  OR SUBSTANTIALLY ALL ASSETS

  	
   

  	
  68

  	
   

  
	
  SECTION 801.   Company May Consolidate,
  Etc., Only on Certain Terms

  	
   

  	
  68

  	
   

  
	
  SECTION 802.   Guarantors May Consolidate,
  Etc., Only on Certain Terms

  	
   

  	
  69

  	
   

  
	
  SECTION 803.   Successor Substituted

  	
   

  	
  69

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE SUPPLEMENTAL INDENTURES

  	
   

  	
  70

  	
   

  
	
  SECTION 901.   Amendments or Supplements
  Without Consent of Holders

  	
   

  	
  70

  	
   

  
	
  SECTION 902.   Amendments, Supplements or
  Waivers with Consent of Holders

  	
   

  	
  71

  	
   

  
	
  SECTION 903.   Execution of Amendments,
  Supplements or Waivers

  	
   

  	
  72

  	
   

  



 


vi

















 


	
  SECTION 904.   Effect of Amendments,
  Supplements or Waivers

  	
   

  	
  72

  	
   

  
	
  SECTION 905.   Compliance with Trust
  Indenture Act

  	
   

  	
  72

  	
   

  
	
  SECTION 906.   Reference in Notes to
  Supplemental Indentures

  	
   

  	
  72

  	
   

  
	
  SECTION 907.   Notice of Supplemental
  Indentures

  	
   

  	
  72

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN COVENANTS

  	
   

  	
  73

  	
   

  
	
  SECTION 1001.   Payment of Principal,
  Premium, if any, and Interest

  	
   

  	
  73

  	
   

  
	
  SECTION 1002.   Maintenance of Office or
  Agency

  	
   

  	
  73

  	
   

  
	
  SECTION 1003.   Money for Notes Payments
  to Be Held in Trust

  	
   

  	
  73

  	
   

  
	
  SECTION 1004.   Corporate Existence

  	
   

  	
  74

  	
   

  
	
  SECTION 1005.   Payment of Taxes and Other
  Claims

  	
   

  	
  75

  	
   

  
	
  SECTION 1006.   Maintenance of Properties

  	
   

  	
  75

  	
   

  
	
  SECTION 1007.   Insurance

  	
   

  	
  75

  	
   

  
	
  SECTION 1008.   Statement by Officers as
  to Default

  	
   

  	
  75

  	
   

  
	
  SECTION 1009.   Reports and Other
  Information

  	
   

  	
  76

  	
   

  
	
  SECTION 1010.   Limitation on Restricted
  Payments

  	
   

  	
  77

  	
   

  
	
  SECTION 1011.   Limitation on Incurrence
  of Indebtedness and Issuance of Disqualified Stock

  	
   

  	
  84

  	
   

  
	
  SECTION 1012.   Liens

  	
   

  	
  89

  	
   

  
	
  SECTION 1013.   Limitations on
  Transactions with Affiliates

  	
   

  	
  90

  	
   

  
	
  SECTION 1014.   Limitations on Dividend
  and Other Payment Restrictions Affecting Restricted 

  Subsidiaries

  	
   

  	
  

  91

  	
   

  
	
  SECTION 1015.   Limitation on Guarantees
  of Indebtedness by Restricted Subsidiaries

  	
   

  	
  93

  	
   

  
	
  SECTION 1016.   Limitation on Layering

  	
   

  	
  94

  	
   

  
	
  SECTION 1017.   Change of Control

  	
   

  	
  94

  	
   

  
	
  SECTION 1018.   Asset Sales

  	
   

  	
  96

  	
   

  
	
  SECTION 1019.   Additional Interest Notice

  	
   

  	
  99

  	
   

  
	
  SECTION 1020.   Suspension of Covenants

  	
   

  	
  99

  	
   

  
	
  SECTION 1021.   Additional Amounts

  	
   

  	
  101

  	
   

  
	
  SECTION 1022.   Judgment Currency

  	
   

  	
  102

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN REDEMPTION OF NOTES

  	
   

  	
  102

  	
   

  
	
  SECTION 1101.   Right of Redemption

  	
   

  	
  102

  	
   

  
	
  SECTION 1102.   Redemption for Changes in
  Withholding Taxes

  	
   

  	
  103

  	
   

  
	
  SECTION 1103.   Applicability of Article

  	
   

  	
  104

  	
   

  
	
  SECTION 1104.   Election to Redeem; Notice
  to Trustee

  	
   

  	
  104

  	
   

  
	
  SECTION 1105.   Selection by Trustee of
  Notes to Be Redeemed

  	
   

  	
  104

  	
   

  
	
  SECTION 1106.   Notice of Redemption

  	
   

  	
  104

  	
   

  
	
  SECTION 1107.   Deposit of Redemption
  Price

  	
   

  	
  105

  	
   

  
	
  SECTION 1108.   Notes Payable on
  Redemption Date

  	
   

  	
  105

  	
   

  
	
  SECTION 1109.   Notes Redeemed in Part

  	
   

  	
  106

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE GUARANTEES

  	
   

  	
  106

  	
   

  
	
  SECTION 1201.   Guarantees

  	
   

  	
  106

  	
   

  
	
  SECTION 1202.   Severability

  	
   

  	
  108

  	
   

  
	
  SECTION 1203.   Restricted Subsidiaries

  	
   

  	
  108

  	
   

  



 


vii

















 


	
  SECTION 1204.   Subordination of
  Guarantees

  	
   

  	
  108

  	
   

  
	
  SECTION 1205.   Limitation of Guarantors’
  Liability

  	
   

  	
  109

  	
   

  
	
  SECTION 1206.   Contribution

  	
   

  	
  109

  	
   

  
	
  SECTION 1207.   Subrogation

  	
   

  	
  109

  	
   

  
	
  SECTION 1208.   Reinstatement

  	
   

  	
  109

  	
   

  
	
  SECTION 1209.   Release of a Guarantor

  	
   

  	
  110

  	
   

  
	
  SECTION 1210.   Benefits Acknowledged

  	
   

  	
  110

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN LEGAL DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  	
  110

  	
   

  
	
  SECTION 1301.   Company’s Option to Effect
  Legal Defeasance or Covenant Defeasance

  	
   

  	
  110

  	
   

  
	
  SECTION 1302.   Legal Defeasance and
  Discharge

  	
   

  	
  110

  	
   

  
	
  SECTION 1303.   Covenant Defeasance

  	
   

  	
  111

  	
   

  
	
  SECTION 1304.   Conditions to Legal
  Defeasance or Covenant Defeasance

  	
   

  	
  111

  	
   

  
	
  SECTION 1305.   Deposited Money and
  Government Securities to Be Held in Trust; Other Miscellaneous Provisions

  	
   

  	
  113

  	
   

  
	
  SECTION 1306.   Reinstatement

  	
   

  	
  113

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN SUBORDINATION

  	
   

  	
  114

  	
   

  
	
  SECTION 1401.   Agreement To Subordinate

  	
   

  	
  114

  	
   

  
	
  SECTION 1402.   Liquidation, Dissolution,
  Bankruptcy

  	
   

  	
  114

  	
   

  
	
  SECTION 1403.   Default on Designated
  Senior Indebtedness of the Company

  	
   

  	
  114

  	
   

  
	
  SECTION 1404.   Acceleration of Payment of
  Securities

  	
   

  	
  115

  	
   

  
	
  SECTION 1405.   When Distribution Must Be
  Paid Over

  	
   

  	
  116

  	
   

  
	
  SECTION 1406.   Subrogation

  	
   

  	
  116

  	
   

  
	
  SECTION 1407.   Relative Rights

  	
   

  	
  116

  	
   

  
	
  SECTION 1408.   Subordination May Not Be
  Impaired by Company

  	
   

  	
  116

  	
   

  
	
  SECTION 1409.   Rights of Trustee and
  Paying Agent

  	
   

  	
  116

  	
   

  
	
  SECTION 1410.   Distribution or Notice to
  Representative

  	
   

  	
  117

  	
   

  
	
  SECTION 1411.   Article Fourteen Not
  To Prevent Events of Default or Limit Right To Accelerate

  	
   

  	
  117

  	
   

  
	
  SECTION 1412.   Trust Moneys Not
  Subordinated

  	
   

  	
  117

  	
   

  
	
  SECTION 1413.   Trustee Entitled To Rely

  	
   

  	
  117

  	
   

  
	
  SECTION 1414.   Trustee To Effectuate
  Subordination

  	
   

  	
  117

  	
   

  
	
  SECTION 1415.   Trustee Not Fiduciary for
  Holders of Senior Indebtedness of the Company

  	
   

  	
  118

  	
   

  
	
  SECTION 1416.   Reliance by Holders of
  Senior Indebtedness of the Company on Subordination Provisions

  	
   

  	
  

  118

  	
   

  



 


viii

















 


APPENDIX
& EXHIBITS


Rule
144A / Regulation S / IAI Appendix

EXHIBIT 1 to Rule 144A / Regulation S / IAI Appendix — Form of Initial Note

EXHIBIT 2 to Rule 144A / Regulation S / IAI Appendix — Form of Transferee 

Letter of Representation


 


EXHIBIT
A —  Form of Exchange Note

EXHIBIT B —  Form of Supplemental
Indenture

EXHIBIT C —  Form of Incumbency
Certificate


 


ix






 










INDENTURE dated as of
October 6, 2006 (this “Indenture”), among MASONITE INTERNATIONAL CORPORATION, a
corporation organized under the laws of Ontario, Canada (the “Company”),
MASONITE INTERNATIONAL INC., a corporation organized under the federal laws of
Canada and the direct parent of the Company (“Parent”), as guarantor, MASONITE
CORPORATION, a Delaware corporation (the “Non-Issuing Company”), as guarantor,
and certain of the Company’s direct and indirect Subsidiaries (as defined
below), as guarantors, each named in the signature pages hereto and THE BANK OF
NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).


RECITALS OF THE COMPANY


The Company wishes to
provide lenders under its Senior Subordinated Loan Agreement with the
opportunity to have the term loans issued thereunder evidenced by Exchange
Notes (as defined below) evidencing the same indebtedness.


The Company has duly
authorized the creation of an issue of (i) Senior Subordinated Notes Due 2015
(the “Initial Notes”) and (ii) if and when issued as required by the Exchange
and Registration Rights Agreement dated as of October 6, 2006, among the
Company, the Parent, the Non-Issuing Company, the Guarantors and the Lenders
(as defined therein), Senior Subordinated Exchange Notes Due 2015 issued
pursuant to a Shelf Registration or an Exchange Offer in exchange for any
Initial Notes representing the same indebtedness (the “Exchange Notes”, and
collectively with the Initial Notes, the “Notes”), of substantially the tenor
and amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.


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


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


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


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


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


 


1

















 


ARTICLE
ONE



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


SECTION 101.  Rules
of Construction and Incorporation by Reference of Trust Indenture Act.  (a) For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:


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


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


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


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


(5)           “or” is not exclusive;


(6)           “including” means including without
limitation;


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


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


(b)           This Indenture is subject to the mandatory provisions of
the TIA (as herein defined) which are incorporated by reference in and made a
part of this Indenture.  The following
TIA terms have the following meanings:


(1)           “Commission” means the SEC;


(2)           “indenture securities” means the
Notes and the Guarantees;


(3)           “indenture security holder” means a
Holder;


(4)           “indenture to be qualified” means
this Indenture;


(5)           “indenture trustee” or “institutional
trustee” means the Trustee; and


 


2

















 


(6)           “obligor” on the indenture securities
means the Company, each of the Parent, Non-Issuing Company and each Guarantor
and any other obligor on the indenture securities.


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


SECTION 102.  Definitions.


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


(1)           Indebtedness of any other Person
existing at the time such other Person is merged with or into or became a
Restricted Subsidiary of such specified Person, including Indebtedness incurred
in connection with, or in contemplation of, such other Person merging with or
into or becoming a Restricted Subsidiary of such specified Person, and


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


“Act”, when used with
respect to any Holder, has the meaning specified in Section 105 of this
Indenture.


“Additional Amounts”  has the meaning specified in Section 1102.


“Additional Interest” means
all additional interest then owing pursuant to the Registration Rights
Agreement.


“Additional Interest Notice”
has the meaning specified in Section 1019 hereof.


“Additional Notes” has the
meaning specified in Section 203 hereof.


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


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


“Affiliate Transaction” has
the meaning specified in Section 1013 of this Indenture.


 


3

















 


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


“Applicable Premium” means,
with respect to any Note on any Redemption Date, the greater of:


(1)           1.0% of the principal amount of the
Note; and


(2)           the excess, if any, of (a) the
present value at such redemption date of (i) the redemption price of the Note
at April 6, 2010 (such redemption price being set forth in the table appearing
in Section 1101) plus (ii) all required interest payments due on the Note
through April 6, 2010 (excluding accrued but unpaid interest to) the Redemption
Date, computed using a discount rate equal to the Treasury Rate as of such
Redemption Date plus 50 basis points; over (b) the principal amount of the
Note.


“Asset Sale” means:


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


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


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


(b)           the disposition of all or
substantially all of the assets of Parent in a manner permitted pursuant to the
provisions described in Article Eight or in Section 1017;


(c)           the making of any Restricted Payment
or Permitted Investment that is permitted to be made, and is made, under
Section 1010;


(d)           any disposition of assets or issuance
or sale of Equity Interests of any Restricted Subsidiary in any transaction or
series of transactions with an aggregate fair market value of less than
$25.0 million;


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


 


4

















 


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


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


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


(i)            foreclosures on assets;


(j)            sales of accounts receivable, or
participations therein, in connection with any Receivables Facility; and


(k)           any financing transaction with
respect to property built or acquired by Parent or any Restricted Subsidiary
after the Bridge Closing Date, including Sale and Lease-Back Transactions
and asset securitizations permitted by this Indenture.


“Asset Sale Offer” has the
meaning specified in Section 1018 of this Indenture.


“Bankruptcy Law” means Title
11, United States Bankruptcy Code of 1978, as amended, or any similar United
States federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law any of the Bankruptcy and
Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and
the Winding Up and Restructuring Act (Canada) or any similar Canadian federal
or provincial law relating to bankruptcy, insolvency, receivership, winding up,
liquidation, reorganization or relief of debtors or any amendment to,
succession to or change in any such law.


“Blockage Notice” has the
meaning specified in Section 1403 of this Indenture.


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


“Board Resolution” means
with respect to Parent or the Company, a duly adopted resolution of the Board
of Directors of Parent or the Company, as the case may be, or any committee
thereof.


“Bridge Closing Date” means
April 6, 2005.


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


“Capital Stock” means:


 


5

















 


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


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


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


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


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


“Cash Equivalents” means:


(1)           United States dollars,


(2)           Canadian dollars,


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


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


(4)           securities issued or directly and
fully and unconditionally guaranteed or insured by the Canadian or U.S.
government or any agency or instrumentality thereof the securities of which are
unconditionally guaranteed as a full faith and credit obligation of such
government with maturities of 24 months or less from the date of acquisition,


(5)           certificates of deposit, time
deposits and eurodollar time deposits with maturities of one year or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding one
year and overnight bank deposits, in each case with any commercial bank having
capital and surplus of not less than $250.0 million in the case of U.S.
banks and $100.0 million (or the U.S. dollar equivalent as of the date of
determination) in the case of non-U.S. banks,


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


 


6

















 


(7)           commercial paper rated at least P-1
by Moody’s or at least A-1 by S&P and in each case maturing within 12
months after the date of creation thereof,


(8)           marketable short-term money
market and similar securities having a rating of at least P-2 or A-2
from either Moody’s or S&P, respectively (or, if at any time neither Moody’s
nor S&P shall be rating such obligations, an equivalent rating from another
Rating Agency) and in each case maturing within 12 months after the date of
creation thereof,


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


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


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


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


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


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


(2)           Parent or the Company becomes aware
of (by way of a report or any other filing pursuant to Section 13(d) of the
Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any
Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the
Permitted Holders, in a single transaction or in a related series of
transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act, or any successor provision) of 50% or more of the total
voting power of the Voting Stock of Parent or any of its direct or indirect
parent companies holding directly or indirectly 100% of the total voting power
of the Voting Stock of Parent.


 


7

















 


“Change of Control Offer”
has the meaning specified in Section 1017 of this Indenture.


“Change of Control Payment”
has the meaning specified in Section 1017 of this Indenture.


“Change of Control Payment
Date” has the meaning specified in Section 1017 of this Indenture.


“Common Stock” means, with
respect to any Person, any and all shares, interests, participations and other
equivalents (however designated, whether voting or non-voting) of such
Person’s common stock, whether now outstanding or issued after the Bridge
Closing Date, and includes all series and classes of such common stock.


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


“Company Request” or “Company
Order” means a written request or order signed in the
name of the Company by two Officers or one Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company, and delivered to the
Trustee.


“consolidated” or “Consolidated” means, with respect to any Person, such Person
consolidated with its Restricted Subsidiaries, and shall not include any
Unrestricted Subsidiary.


“Consolidated Depreciation
and Amortization Expense” means with respect to any Person for any period, the
total amount of depreciation and amortization expense, including the
amortization of deferred financing fees of such Person and its Restricted
Subsidiaries for such period on a consolidated basis and otherwise determined
in accordance with GAAP.


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


(1)           consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted in computing Consolidated Net Income (including
amortization of original issue discount resulting from the issuance of
Indebtedness at less than par, non-cash interest payments (but excluding
any non-cash interest expense attributable to the movement in the mark to
market valuation of Hedging Obligations or other derivative instruments
pursuant to GAAP), the interest component of Capitalized Lease Obligations and
net payments, if any, pursuant to interest rate Hedging Obligations with
respect to Indebtedness, and excluding amortization of deferred financing fees,
debt issuance costs, commissions, fees and expenses and any expensing of
bridge, commitment and other financing fees), and


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


 


8

















 


(3)           interest income for such period.


For purposes of this
definition, interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by such Person to be the rate of
interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


“Consolidated Net Income”
means, with respect to any Person for any period, the aggregate of the Net
Income, of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without
duplication,


(1)           any after-tax effect of
extraordinary, non-recurring or unusual gains or losses (less all fees
and expenses relating thereto) or expenses (including relating to severance,
relocation costs, curtailments or modifications to pension and post-retirement
employee benefit plans, inventory provisions and write-downs, new product
introductions, one-time compensation charges and the Transaction) shall
be excluded,


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


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


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


(5)           the Net Income for such period of any
Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of
Parent shall be increased by the amount of dividends or distributions or other
payments that are actually paid in cash (or to the extent converted into cash)
to the referent Person or a Restricted Subsidiary thereof in respect of such
period,


(6)           solely for the purpose of determining
the amount available for Restricted Payments under clause (C)(1) of the first
paragraph of Section 1010, the Net Income for such period of any Restricted
Subsidiary (other than any Guarantor) shall be excluded if the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of
its Net Income is not at the date of determination wholly permitted without any
prior governmental approval (which has not been obtained) or, directly or
indirectly, by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule, or governmental regulation
applicable to that Restricted Subsidiary or its stockholders, unless such
restriction with respect to the payment of dividends or similar distributions
has been legally waived, provided
that Consolidated Net


 


9

















 


Income of Parent will be increased by the amount of dividends or other
distributions or other payments actually paid in cash (or to the extent
converted into cash) to Parent or a Restricted Subsidiary thereof in respect of
such period, to the extent not already included therein,


(7)           effects of adjustments (including the
effects of such adjustments pushed down to Parent, the Company and their
subsidiaries) in any line item in such Person’s consolidated financial
statements pursuant to GAAP resulting from the application of purchase
accounting in relation to the Transaction or any acquisition that is
consummated after the Bridge Closing Date, net of taxes, shall be excluded,


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


(9)           any impairment charge or asset write-off
pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP
shall be excluded, and


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


Notwithstanding the
foregoing, for the purpose of Section 1010 only (other than clause (c)(4)
thereof), there shall be excluded from Consolidated Net Income any income
arising from any sale or other disposition of Restricted Investments made by
Parent and the Restricted Subsidiaries, any repurchases and redemptions of
Restricted Investments from Parent and the Restricted Subsidiaries, any
repayments of loans and advances which constitute Restricted Investments by
Parent or any Restricted Subsidiary, any sale of the stock of an Unrestricted
Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in
each case only to the extent such amounts increase the amount of Restricted
Payments permitted under such covenant pursuant to clause (c)(4) thereof.


“Consolidated Secured Debt
Ratio” as of any date of determination means, the ratio of (1) Consolidated
Total Indebtedness of Parent and its Restricted Subsidiaries that is secured by
Liens as of the end of the most recent fiscal period for which financial
reports have been filed with the Commission or provided to the Trustee, to (2)
the aggregate amount of EBITDA for the then most recent four fiscal quarters for
which reports have been filed with the SEC or provided to the Trustee, in each
case with such pro forma adjustments to Consolidated Total Indebtedness and
EBITDA as are appropriate and consistent with the pro forma adjustment
provisions set forth in the definition of Fixed Charge Coverage Ratio.


“Consolidated Total
Indebtedness” means, as at any date of determination, an amount equal to the
sum of (1) the aggregate amount of all outstanding Indebtedness of Parent and
its Restricted Subsidiaries on a consolidated basis and (2) the aggregate
amount of all outstanding Disqualified Stock of Parent and all preferred stock
of its Restricted Subsidiaries on a consolidated basis, with the amount of such
Disqualified Stock and preferred stock equal to the


 


10














greater
of their respective voluntary or involuntary liquidation preferences and
maximum fixed repurchase prices, in each case determined on a consolidated
basis in accordance with GAAP.


For
purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock
or preferred stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock or preferred
stock as if such Disqualified Stock or preferred stock were purchased on any
date on which Consolidated Total Indebtedness shall be required to be
determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Stock or preferred
stock, such fair market value shall be determined reasonably and in good faith
by the Board of Directors of Parent.


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


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


(2)           to advance or supply funds


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


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


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


“Corporate Trust Office”
means the principal corporate trust office of the Trustee, at which at any
particular time its corporate trust business shall be administered, which
office at the date of execution of this Indenture is located at The Bank of New
York, 101 Barclay Street, 8W, New York, New York, 10286, except that with
respect to presentation of the Notes for payment or for registration of
transfer or exchange, such term shall mean the office or agency of the Trustee at
which, at any particular time, its corporate agency business shall be
conducted.


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


“Credit Facilities” means,
with respect to Parent or any of its Restricted Subsidiaries, one or more debt
facilities, including the Senior Credit Facilities, or other financing 


 


11

















 


arrangements
(including, without limitation, commercial paper facilities or indentures)
providing for revolving credit loans, term loans, receivables financing,
including through the sale of receivables to lenders or to special purpose
entities formed to borrow from lenders against receivables, letters of credit
or other long-term indebtedness, including any notes, mortgages,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and any amendments, supplements, modifications,
extensions, renewals, restatements or refundings thereof and any indentures or
credit facilities or commercial paper facilities that replace, refund or
refinance any part of the loans, notes, other credit facilities or commitments
thereunder, including any such replacement, refunding or refinancing facility
or indenture that increases the amount permitted to be borrowed thereunder or
alters the maturity thereof (provided
that such increase in borrowings is permitted under Section 1011) or adds
Restricted Subsidiaries as additional borrowers or guarantors thereunder and
whether by the same or any other agent, lender or group of lenders.


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


“Defaulted Interest” has the
meaning specified in Section 306(b) of this Indenture.


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


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


“Designated Preferred Stock”
means preferred stock of Parent or any parent corporation thereof (in each case
other than Disqualified Stock) that is issued for cash (other than to a
Restricted Subsidiary) and is so designated as Designated Preferred Stock,
pursuant to an Officers’ Certificate executed by a senior vice president and
the principal financial officer of Parent or the applicable parent corporation
thereof, as the case may be, on the issuance date thereof, the cash proceeds of
which are excluded from the calculation set forth in clause (c) of the first
paragraph of Section 1010.


“Designated Senior
Indebtedness” means


(1)           any Indebtedness outstanding under
the Senior Credit Facilities; and


(2)           any other Senior Indebtedness
permitted under this Indenture, the principal amount of which is
$25.0 million or more and that has been designated by Parent as “Designated
Senior Indebtedness.”


“Disqualified Stock” means,
with respect to any Person, any Capital Stock of such Person which, by its
terms, or by the terms of any security into which it is convertible or for 


 


12

















 


which
it is putable or exchangeable, or upon the happening of any event, matures or
is mandatorily redeemable, other than as a result of a change of control or
asset sale, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the holder thereof, other than as a result of a
change of control or asset sale, in whole or in part, in each case prior to the
date 91 days after the earlier of the maturity date of the Notes or the date
the Notes are no longer outstanding; provided,
however, that if such Capital Stock is issued to any plan for the
benefit of employees of Parent or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by Parent or its Subsidiaries in
order to satisfy applicable statutory or regulatory obligations.


“DTC” means the Depositary
Trust Company.


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


(1)           increased (without duplication) by:


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


(b)           Consolidated Interest Expense of such
Person for such period (together with charges in connection with the sale of
receivables for such Person for such period to the extent not included in
Consolidated Interest Expense) to the extent the same was deducted in
calculating such Consolidated Net Income, plus


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


(d)           any expenses or charges (other than
depreciation or amortization expense) related to any Equity Offering, Permitted
Investment, acquisition, disposition, recapitalization or the incurrence of
Indebtedness permitted to be incurred by this Indenture (including a
refinancing thereof) (whether or not successful), including (i) such fees,
expenses or charges related to the offering of the Notes and the Credit
Facilities and (ii) any amendment or other modification of the Notes, and, in
each case, deducted in computing Consolidated Net Income, plus


(e)           the amount of any restructuring
charge deducted in such period in computing Consolidated Net Income, including
any one-time costs incurred in connection with acquisitions after the
Bridge Closing Date and costs related to the closure and/or consolidation of
facilities, plus


(f)            any other non-cash charges,
including any write off or write downs, reducing Consolidated Net Income for
such period, (provided that 


 


13

















 


if any such non-cash charges represent an accrual or reserve for
potential cash items in any future period, the cash payment in respect thereof
in such future period shall be subtracted from EBITDA to such extent, and
excluding amortization of a prepaid cash item that was paid in a prior period),
plus


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


(h)           the amount of management, monitoring,
consulting and advisory fees and related expenses paid in such period to the
Investors or any of their respective Affiliates, plus


(i)            costs of surety bonds incurred in
such period in connection with financing activities;


(2)           decreased by (without duplication)
non-cash items increasing Consolidated Net Income of such Person for such
period, excluding any items which represent the reversal of any accrual of, or
cash reserve for, anticipated cash charges in any prior period; and


(3)           increased or decreased by (without
duplication):


(a)           any net gain or loss resulting in
such period from Hedging Obligations, plus
or minus, as applicable,


(b)           any net gain or loss resulting in
such period from currency transaction gains or losses related to currency
remeasurements (including any net loss or gain resulting from hedge agreements
for currency exchange risk), plus
or minus, as applicable,


(c)           without duplication, the Historical
Adjustments incurred in such period.


“EMU” means economic and
monetary union as contemplated in the Treaty on European Union.


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


“Equity Offering” means any
public or private sale of Common Stock or preferred stock of Parent or any of
its direct or indirect parent companies (excluding Disqualified Stock), other
than


(1)           public offerings with respect to
Parent’s or any direct or indirect parent company’s Common Stock registered on
Form S-8;


 


14

















 


(2)           issuances to any Subsidiary of
Parent; and


(3)           any such public or private sale that
constitutes an Excluded Contribution.


“euro” means the single
currency of participating member states of the EMU.


“Event of Default” has the
meaning specified in Section 501 of this Indenture.


“Excess Proceeds” has the
meaning specified in Section 1018 of this Indenture.


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


“Exchange Date” means, as to
each Note, the date upon which the related Loans were exchanged for that Note.


“Exchange Notes” has the
meaning specified in the second recital of this Indenture.


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


“Exchange Request” has the
meaning specified in Section 201 of this Indenture.


 “Excluded Contribution” means net cash
proceeds, marketable securities or Qualified Proceeds received by Parent from


(1)           contributions to its common equity
capital, and


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


in each case designated as
Excluded Contributions pursuant to an Officers’ Certificate executed by a
senior vice president and the principal financial officer of Parent on the date
such capital contributions are made or the date such Equity Interests are sold,
as the case may be, which are excluded from the calculation set forth in clause
(C) of the first paragraph of Section 1010.


“Existing Indebtedness”
means Indebtedness of Parent or the Restricted Subsidiaries in existence on the
Bridge Closing Date, plus interest accruing thereon.


“Final Maturity Date” means
April 6, 2015.


“Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of EBITDA of such
Person for such period to the Fixed Charges of such Person for such period. In
the event that Parent or any Restricted Subsidiary incurs, assumes, guarantees,
redeems, retires or extinguishes any Indebtedness or issues or redeems
Disqualified Stock or 


 


15

















 


preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to or simultaneously with the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Fixed Charge Coverage Ratio
Calculation Date”), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma
effect to such incurrence, assumption, guarantee, redemption, retirement or
extinguishment of Indebtedness, or such issuance or redemption of Disqualified
Stock or preferred stock, as if the same had occurred at the beginning of the
applicable four-quarter period.


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


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


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


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


(2)           all cash dividend payments (excluding
items eliminated in consolidation) on any series of preferred stock (including
any Designated 


 


16

















 


Preferred Stock) or any Refunding Capital Stock of such Person made
during such period, and


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


“Foreign Subsidiary” means,
with respect to any Person, any Restricted Subsidiary of such Person that is
not organized or existing under the laws of the United States, any state
thereof, the District of Columbia, or any territory thereof.


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


“GAAP” means generally
accepted accounting principles in Canada which are in effect on the Bridge
Closing Date.


“Government Securities”
means securities that are:


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


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


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


“guarantee” means a
guarantee (other than by endorsement of negotiable instruments for collection
in the ordinary course of business), direct or indirect, in any manner
(including letters of credit and reimbursement agreements in respect thereof),
of all or any part of any Indebtedness or other obligations.


“Guarantee” means the
guarantee by Parent, the Non-Issuing Company or any Guarantor of the
Company’s Obligations under this Indenture.


“Guarantors” means each of
the Subsidiaries named in the signature pages hereto and any Person that
executes a supplemental indenture to this Indenture providing for a guarantee
of payment on the Notes, other than Parent and the Non-Issuing Company.


 


17

















 


“Hedging Obligations” means,
with respect to any Person, the obligations of such Person under any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, commodity swap agreement, commodity cap agreement, commodity collar
agreement, foreign exchange contract, currency swap agreement or similar
agreement providing for the transfer or mitigation of interest rate or currency
risks either generally or under specific contingencies.


“Historical Adjustments”
means with respect to any Person, without duplication, the following items to
the extent incurred prior to the Bridge Closing Date (or, with respect to item
(9) below, prior to December 31, 2005) and, in each case, during the
applicable period:


(1)           extraordinary losses and unusual or
non-recurring charges, including severance, relocation costs, curtailments or
modifications to pension and post-retirement employee benefit plans, costs
related to labor disruptions or strikes, direct costs of extreme weather
conditions such as hurricanes (it being agreed that the aggregate amount of
such costs related to labor disruptions or strikes and direct costs of extreme
weather conditions shall be $1,800,000 for the third fiscal quarter of fiscal
year 2004), inventory provisions and write-downs and one-time
compensation charges;


(2)           gains (losses) from the early
extinguishment of Indebtedness;


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


(4)           gains (losses), net of tax, from
disposed or discontinued operations;


(5)           non-cash adjustments to LIFO
reserves;


(6)           gains (losses) attributable to the
disposition of fixed assets;


(7)           other costs consisting of
(a) one-time restructuring charges, (b) one-time severance costs in
connection with former employees, (c) debt financing costs, (d) fees
and expenses related to acquisitions, (e) consulting services in
connection with acquisitions and (f) non-cash charges related to stock-based
awards expense (including charges related to effect of the increase in the
value of the stock of Masonite International Corporation on restricted stock
units and deferred stock units prior to the occurrence of the Transaction);


(8)           with respect to any entity acquired
by or consolidated with Parent during the twelve months ended December 31,
2004, the amount of EBITDA for such entity for the period from January 1,
2004 through the date of such acquisition or consolidation, all as determined
on a consolidated basis for such entity in accordance with GAAP; and


(9)           the estimated cost savings that would
have been achieved had (a) the supply contract, dated March 28, 2002,
between Masonite International Corporation and Craftmaster been terminated at
the beginning of such period and 


 


18

















 


(b) the molded door facings purchased by Florida Made from
Craftmaster instead been manufactured by Masonite during such period (it being
agreed that such cost savings relating to the contracts in (a) and (b), in
the aggregate, for each of the fiscal quarters in fiscal year 2004 would have
been $2,550,000 and for the first fiscal quarter in fiscal year 2005 would have
been $1,250,000).


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


“incur” has the meaning
specified in Section 1011 of this Indenture.


“incurrence” has the meaning
specified in Section 1011 of this Indenture.


“Indebtedness” means, with
respect to any Person, without duplication,


(1)           any indebtedness (including principal
and premium) of such Person, whether or not contingent


(a)           in respect of borrowed money,


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


(c)           representing the balance deferred and
unpaid of the purchase price of any property (including Capitalized Lease
Obligations), except any such balance that constitutes a trade payable or
similar obligation to a trade creditor, in each case accrued in the ordinary
course of business, or


(d)           representing any Hedging Obligations,


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


(2)           to the extent not otherwise included,
any obligation by such Person to be liable for, or to pay, as obligor,
guarantor or otherwise, on the obligations of the type referred to in clause
(1) of another Person (whether or not such items would appear upon the balance
sheet of the such obligor or guarantor), other than by endorsement of
negotiable instruments for collection in the ordinary course of business, and


(3)           to the extent not otherwise included,
the obligations of the type referred to in clause (1) of another Person secured
by a Lien on any asset owned by such Person, whether or not such Indebtedness
is assumed by such Person;


 


19

















 


provided,
however, that notwithstanding the foregoing, Indebtedness shall be deemed not
to include (a) Contingent Obligations incurred in the ordinary course of
business or (b) obligations under or in respect of Receivables Facilities.


“Indenture” means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this Indenture and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be part of and govern this instrument
and any such supplemental indenture, respectively.


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


“Initial Notes” has the
meaning stated in the first recital of this Indenture.


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


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


“Investment Grade Securities”
means:


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


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


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


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


“Investments” means, with
respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the form of loans (including guarantees), advances or
capital contributions (excluding accounts receivable, trade credit, advances to
customers, commission, travel and similar advances to officers and employees,
in each case made in the 


 


20














ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person
and investments that are required by GAAP to be classified on the balance sheet
(excluding the footnotes) of Parent in the same manner as the other investments
included in this definition to the extent such transactions involve the
transfer of cash or other property. For purposes of the definition of “Unrestricted
Subsidiary” and Section 1010,


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


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


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


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


“Investors” means Kohlberg
Kravis Roberts & Co. L.P. and its Affiliates.


“Issue Date” means, with
respect to a Note, the date on which such Note is issued pursuant to Section
205.


“Judgment Currency” has the
meaning specified in Section 1022 of this Indenture.


“Judgment Currency
Conversion Date” has the meaning specified in Section 1022 of this Indenture.


“KKR Financial Corp.” means
KKR Financial Corp., a Maryland corporation.


“Legal Defeasance” has the
meaning specified in Section 1302 of this Indenture.


“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions are not required to
be open in the State of New York.


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional
sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the 


 


21

















 


Uniform
Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an
operating lease be deemed to constitute a Lien.


“Letter of Transmittal” means
the letter of transmittal to be prepared by the Company and sent to all Holders
of the Notes for use by such Holders in connection with the Exchange Offer.


“Loans” means the U.S. Loans
as defined in the Senior Subordinated Loan Agreement.


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


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


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


“Net Proceeds” means the
aggregate cash proceeds received by Parent or any Restricted Subsidiary in
respect of any Asset Sale, including any cash received upon the sale or other
disposition of any Designated Noncash Consideration received in any Asset Sale,
net of the direct costs relating to such Asset Sale and the sale or disposition
of such Designated Noncash Consideration, including legal, accounting and
investment banking fees, and brokerage and sales commissions, any relocation
expenses incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements), amounts required to be applied to the repayment
of principal, premium, if any, and interest on Senior Indebtedness or Senior
Subordinated Indebtedness required (other than required by clause (1) of the
second paragraph of Section 1018) to be paid as a result of such transaction
and any deduction of appropriate amounts to be provided by Parent, Company or
any Restricted Subsidiary as a reserve in accordance with GAAP against any
liabilities associated with the asset disposed of in such transaction and
retained by Parent after such sale or other disposition thereof, including
pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations
associated with such transaction.


“Non-Issuing Company” has
the meaning specified in the first recital of this Indenture.


“Non-Issuing Company Notes”
means the Senior Subordinated Notes due 2015 issued by the Non-Issuing Company.


“Non-Payment Default” means
an Event of Default other than a Payment Default.


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


 


22

















 


“Note Register” and “Note
Registrar” have the respective meanings specified in Section 304.


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


“Obligations” means any
principal, interest (including any interest accruing subsequent to the filing
of a petition in bankruptcy, reorganization or similar proceeding at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable state, federal or foreign law),
penalties, fees, indemnifications, reimbursements (including reimbursement
obligations with respect to letters of credit and banker’s acceptances),
damages and other liabilities, and guarantees of payment of such principal,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities, payable under the documentation governing any Indebtedness.


“Obligation Currency” has
the meaning specified in Section 1022 of this Indenture.


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


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


“Opinion of Counsel” means a
written opinion from legal counsel. The counsel may be an employee of or
counsel to Parent or the Company.


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


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


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


 


23

















 


(3)           Notes, except to the extent provided
in Sections 1302 and 1303, with respect to which the Company has effected
Legal Defeasance or Covenant Defeasance as provided in Article Thirteen; and


(4)           Notes which have been paid pursuant
to Section 305 or in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to this Indenture, other than any
such Notes in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Notes are held by a Protected Purchaser in
whose hands the Notes are valid obligations of the Company;


provided,
however, that in determining whether the Holders of the requisite principal
amount of Outstanding Notes have given any request, demand, authorization,
direction, consent, notice or waiver hereunder, and for the purpose of making
the calculations required by TIA Section 313, Notes owned by the Company
or any other obligor upon the Notes or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded.


“Parent” has the meaning
specified in the first recital of this Indenture.


“Pari Passu Indebtedness”
has the meaning specified in Section 1017 of this Indenture.


“pay the Notes” has the
meaning specified in Section 1403 of this Indenture.


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


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


“Payment Default” has the
meaning specified in Section 1403 of this Indenture.


“Permitted Asset Swap” means
the concurrent purchase and sale or exchange of Related Business Assets or a
combination of Related Business Assets and cash or Cash Equivalents between
Parent or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash
Equivalents received must be applied in accordance with Section 1018.


“Permitted Holders” means
each of the Investors and their respective Affiliates and members of management
of Parent (or its direct parent) who are shareholders of Parent (or its direct
parent) on the Bridge Closing Date and any group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of
which any of the foregoing are members; provided,
that, in the case of such group and without giving effect to the existence of
such group or any other group, such Investors, Affiliates and members of 


 


24

















 


management,
collectively, have beneficial ownership of more than 50% of the total voting
power of the Voting Stock of Parent or any of its direct or indirect parent
companies.


“Permitted Investments”
means:


(1)           any Investment in Parent or any
Restricted Subsidiary;


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


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


(a)           such Person becomes a Restricted
Subsidiary or


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


(4)           any Investment in securities or other
assets not constituting cash or Cash Equivalents and received in connection
with an Asset Sale made pursuant to the provisions of Section 1018 or any other
disposition of assets not constituting an Asset Sale;


(5)           any Investment existing on the Bridge
Closing Date;


(6)           any Investment acquired by Parent or
any Restricted Subsidiary


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


(b)           as a result of a foreclosure by
Parent or any Restricted Subsidiary with respect to any secured Investment or
other transfer of title with respect to any secured Investment in default;


(7)           Hedging Obligations permitted under
clause (10) of  Section 1011;


(8)           any Investment in a Similar Business
having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (8) that are at that time outstanding
(without giving effect to the sale of an Unrestricted Subsidiary to the extent
the proceeds of such sale do not consist of cash or marketable securities), not
to exceed the greater of (a) $300.0 million and (b) 10.0% of Total Assets at
the time of such Investment (with the fair market 


 


25

















 


value of each Investment being measured at the time made and without
giving effect to subsequent changes in value);


(9)           Investments the payment for which
consists of Equity Interests of Parent, or any of its direct or indirect parent
companies (exclusive of Disqualified Stock); provided,
however, that such Equity Interests will not increase the amount
available for Restricted Payments under clause (c) of the first paragraph of
Section 1010;


(10)         guarantees of Indebtedness permitted
under Section 1011;


(11)         any transaction to the extent it
constitutes an investment that is permitted and made in accordance with the
provisions of the second paragraph of Section 1013 (except transactions
described in clauses (2), (5) and (9) of such paragraph);


(12)         Investments consisting of purchases and
acquisitions of inventory, supplies, material or equipment;


(13)         additional Investments having an
aggregate fair market value, taken together with all other Investments made
pursuant to this clause (13) that are at that time outstanding (without giving
effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of
such sale do not consist of cash or marketable securities), not to exceed the
greater of (a) $100.0 million and (b) 4.0% of Total Assets at the time of such
Investment (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value);


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


(15)         advances to employees not in excess of
$15.0 million outstanding at any one time, in the aggregate; and


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


“Permitted Junior Securities”
means:


(1)           Equity Interests in Parent, the
Company, the Non-Issuing Company, any Guarantor or any direct or indirect
parent of Parent; or


(2)           unsecured debt securities that are
subordinated to all Senior Indebtedness (and any debt securities issued in
exchange for Senior Indebtedness) 


 


26

















 


to substantially the same extent as, or to a greater extent than, the
Notes and the related Guarantees are subordinated to Senior Indebtedness under
this Indenture;


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


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


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


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


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


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


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


(6)           Liens securing Indebtedness permitted
to be incurred pursuant to Section 1011(b)(4) or (12);


(7)           Liens existing on the Bridge Closing
Date;


 


27

















 


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


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


(10)         Liens securing Indebtedness or other
obligations of a Restricted Subsidiary owing to Parent or another Restricted
Subsidiary permitted to be incurred in accordance with Section 1011;


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


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


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


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


(15)         Liens in favor of Parent, the Company,
the Non-Issuing Company or any Guarantor;


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


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


(18)         Liens to secure any refinancing,
refunding, extension, renewal or replacement (or successive refinancing,
refunding, extensions, renewals or replacements) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7),
(8), (9), (10), (11) and (15); provided, 


 


28

















 


however, that (a) such new Lien
shall be limited to all or part of the same property that secured the original
Lien (plus improvements on such property), and (b) the Indebtedness secured by
such Lien at such time is not increased to any amount greater than the sum of
(i) the outstanding principal amount or, if greater, committed amount of the
Indebtedness described under clauses (6), (7), (8), (9), (10), (11) and (15) at
the time the original Lien became a Permitted Lien under this Indenture, and
(ii) an amount necessary to pay any fees and expenses, including premiums,
related to such refinancing, refunding, extension, renewal or replacement;


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


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


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


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


“Predecessor Note” of any
particular Note means every previous Note evidencing all or a portion of the
same debt as that evidenced by such particular Note; and, for the purposes of
this definition, any Note authenticated and delivered under Section 305 in
exchange for a mutilated Note or in lieu of a lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Note.


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


“Private Exchange Notes” has
the meaning specified in Section 901 of this Indenture.


“Protected Purchaser” has
the meaning specified in Section 305 of this Indenture.


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


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


 


29

















 


“Receivables Facility” means
one or more receivables financing facilities, as amended from time to time, the
Indebtedness of which is non-recourse (except for standard
representations, warranties, covenants and indemnities made in connection with
such facilities) to Parent and the Restricted Subsidiaries pursuant to which
Parent or any of its Restricted Subsidiaries sells its accounts receivable to a
Person that is not a Restricted Subsidiary.


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


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


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


“Refinancing Indebtedness”
has the meaning specified in Section 1011 of this Indenture.


“Refunding Capital Stock”
has the meaning specified in Section 1010 of this Indenture.


“Registration Rights
Agreement” means the Exchange and Registration Rights Agreement dated as of the
date hereof, among Parent, the Company, the Non-Issuing Company, the Guarantors
and the Lenders party thereto.


“Registration Statement”
means the Shelf Registration Statement or Exchange Offer Registration
Statement, as applicable, as defined in the Registration Rights Agreement.


“Regular Record Date” has
the meaning specified in Section 301 of this Indenture.


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


“Representative” means any
trustee, agent or representative (if any) for an issue of Senior Indebtedness
of Parent or the Company.


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


 


30














the
particular subject and who shall have direct responsibility for the
administration of this Indenture.


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


“Restricted Payments” has
the meaning specified in Section 1010 of this Indenture.


“Restricted Subsidiary”
means, at any time, any direct or indirect Subsidiary of Parent, the Company or
the Non-Issuing Company, as the case may be, (including any Foreign Subsidiary)
that is not then an Unrestricted Subsidiary; provided,
however, that upon the occurrence of an Unrestricted Subsidiary
ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in
the definition of “Restricted Subsidiary”.


“Retired Capital Stock” has
the meaning specified in Section 1010 of this Indenture.


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


“Sale and Lease-Back
Transaction” means any arrangement with any Person providing for the leasing by
Parent or any Restricted Subsidiary of any real or tangible personal property,
which property has been or is to be sold or transferred by Parent or such
Restricted Subsidiary to such Person in contemplation of such leasing.


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


“Secured Indebtedness” means
any indebtedness of Parent secured by a Lien.


“Securities Act” means the
Securities Act of 1933 and the rules and regulations of the SEC promulgated
thereunder.


“Senior Credit Facilities”
means the Credit Agreement entered into as of April 6, 2005 by and among
Parent, the Company, the lenders party thereto in their capacities as lenders
thereunder, The Bank of Nova Scotia, as Administrative Agent, and The Bank of
Nova Scotia, as Canadian Administrative Agent, including any guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements, refundings or refinancings thereof and any indentures
or credit facilities or commercial paper facilities with banks or other
institutional lenders or investors that replace, refund or refinance any part
of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture
that increases the amount borrowable thereunder or alters the maturity thereof
(provided that such increase in
borrowings is permitted under Section 1011).


“Senior Indebtedness” means


(1)           all Indebtedness of Parent, the
Company, the Non-Issuing Company or any Guarantor outstanding under the Senior
Credit Facilities 


 


31

















 


(including interest accruing on or after the filing of any petition in
bankruptcy or similar proceeding or for reorganization of Parent, the Company,
the Non-Issuing Company or any Guarantor (at the rate provided for in the
documentation with respect thereto, regardless of whether or not a claim for
post-filing interest is allowed in such proceedings)), and any and all
other fees, expense reimbursement obligations, indemnification amounts,
penalties, and other amounts (whether existing on the Bridge Closing Date or
thereafter created or incurred) and all obligations of Parent, the Company, the
Non-Issuing Company or any Guarantor to reimburse any bank or other Person in
respect of amounts paid under letters of credit, acceptances or other similar
instruments;


(2)           all Hedging Obligations (and
guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities)
or any Affiliate of such Lender (or any Person that was a Lender or an
Affiliate of such Lender at the time the applicable agreement giving rise to
such Hedging Obligation was entered into), provided
that such Hedging Obligations are permitted to be incurred under the terms of
this Indenture;


(3)           any other Indebtedness of Parent, the
Company or any Guarantor permitted to be incurred under the terms of this
Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Notes or any related Guarantee;


(4)           all Obligations with respect to the
items listed in the preceding clauses (a), (b) and (c);


provided,
however, that Senior Indebtedness shall not include:


(1)           any obligation of such Person to
Parent or any Subsidiary;


(2)           any liability for federal, state,
local or other taxes owed or owing by such Person;


(3)           any accounts payable or other
liability to trade creditors arising in the ordinary course of business;


(4)           any Indebtedness or other Obligation
of such Person which is subordinate or junior in any respect to any other
Indebtedness or other Obligation of such Person; or


(5)           that portion of any Indebtedness
which at the time of incurrence is incurred in violation of this Indenture provided, however,
 that such Indebtedness shall
be deemed not to have been incurred in violation of this Indenture for purposes
of this clause if such Indebtedness consists of Designated Senior Indebtedness,
and the holder(s) of such Indebtedness of their agent or representative (a) had
no actual knowledge at the time of incurrence that the incurrence of such
Indebtedness violated this Indenture and (b) shall have 


 


32

















 


received a certificate from an officer of the Company to the effect
that the incurrence of such Indebtedness does not violate the provisions of
this Indenture.


“Senior Subordinated
Indebtedness” means


(1)           with respect to the Company,
Indebtedness which ranks equal in right of payment to the Notes issued by the
Company, and


(2)           with respect to Parent, the Company
(with respect to its Guarantee), the Non-Issuing Company (with respect to its
Guarantee) or any Guarantor, Indebtedness which ranks equal in right of payment
to the Guarantee of such entity of Notes.


“Senior Subordinated Loan
Agreement” means the Senior Subordinated Loan Agreement, entered into as of
April 6, 2005 by and among Parent, the Company, the Non-Issuing Company, the
lenders party thereto in their capacities as lenders thereunder, The Bank of
Nova Scotia, as Administrative Agent, and The Bank of Nova Scotia, as Canadian
Administrative Agent, including any guarantees, collateral documents,
instruments and agreements executed in connection therewith, and any
amendments, supplements, modifications, extensions, renewals, restatements,
refundings or refinancings thereof and any indentures or credit facilities or
commercial paper facilities with banks or other institutional lenders or
investors that replace, refund or refinance any part of the loans, notes, other
credit facilities or commitments thereunder, including any such replacement,
refunding or refinancing facility or indenture that increases the amount
borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings
is permitted under Section 1011).


“Senior Subordinated Notes”
means the Notes and the Non-Issuing 

Company Notes.


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


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


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


“Similar Business” means any
business conducted or proposed to be conducted by Parent and its Restricted
Subsidiaries on the Bridge Closing Date or any business that is similar,
reasonably related, incidental or ancillary thereto.


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 306.


 


33

















 


“Stated Maturity”, when used
with respect to any Note or any installment of principal thereof or interest
thereon, means the date specified in such Notes as the fixed date on which the
principal of such Notes or such installment of principal or interest is due and
payable.


“Subordinated Indebtedness”
means:


(1)           any Indebtedness of the Company which
is by its terms subordinated in right of payment to the Notes, and


(2)           any Indebtedness of Parent, the Non-Issuing
Company or any Guarantor which is by its terms subordinated in right of payment
to the guarantee of such Person of the Notes.


“Subsidiary” means, with
respect to any Person,


(1)           any corporation, association, or
other business entity (other than a partnership, joint venture, limited liability
company or similar entity) of which more than 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time of determination owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person or a
combination thereof or is consolidated under GAAP with such Person at such time
and


(2)           any partnership, joint venture,
limited liability company or similar entity of which


(x)            more than 50% of the capital
accounts, distribution rights, total equity and voting interests or general or
limited partnership interests, as applicable, are owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof whether in the form of membership, general,
special or limited partnership or otherwise, and


(y)           such Person or any Restricted
Subsidiary of such Person is a controlling general partner or otherwise
controls such entity.


“Successor Company” has the
meaning specified in Section 801 of this Indenture.


“Successor Person” has the
meaning specified in Section 802 of this Indenture.


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


“Transaction” means the
transactions contemplated by the Transaction Agreement, the Notes offered
hereby and the Senior Credit Facilities.


 


34

















 


“Transfer Date” means, for
any transfer or sale of Notes, the date upon which such transfer or sale is
completed.


“Transaction Agreement”
means the Second Amended and Restated Combination Agreement dated as of
February 17, 2005 between Stile Acquisition Corp. and Masonite
International Corporation.


“Treasury Rate” means, as of
any redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two business days prior to the redemption
date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the redemption date to April 6, 2010, provided,
however, that if the period from the redemption date to April 6,
2010 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa—777bbbb) as in effect
on the date hereof.


“Trustee” means The Bank of
New York, a New York banking corporation, until a successor replaces it and,
thereafter, means the successor.


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


“Unrestricted Subsidiary”
means:


(1)           any Subsidiary of Parent, except the
Company, which at the time of determination is an Unrestricted Subsidiary (as
designated by the Board of Directors of Parent, as provided below) and


(2)           any Subsidiary of an Unrestricted
Subsidiary.


The Board of Directors of
Parent may designate any Subsidiary of Parent (including any existing
Subsidiary and any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Equity Interests or Indebtedness of, or owns or holds any Lien on, any
property of, Parent or any Subsidiary of Parent (other than any Subsidiary of
the Subsidiary to be so designated), provided
that


(1)           any Unrestricted Subsidiary must be
an entity of which shares of the capital stock or other equity interests
(including partnership interests) entitled to cast at least a majority of the
votes that may be cast by all shares or equity interests having ordinary voting
power for the election of directors or other governing body are owned, directly
or indirectly, by Parent,


(2)           such designation complies with
Section 1010 and


 


35

















 


(3)           each of


(a)           the Subsidiary to be so designated
and


(b)           its Subsidiaries has not at the time
of designation, and does not thereafter, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of
Parent or any Restricted Subsidiary.


The Board of Directors of
Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that, immediately after
giving effect to such designation no Default or Event of Default shall have
occurred and be continuing and either


(1)           Parent could incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
described in the first paragraph under Section 1011 or


(2)           the Fixed Charge Coverage Ratio for
Parent and its Restricted Subsidiaries would be greater than such ratio for
Parent and its Restricted Subsidiaries immediately prior to such designation,
in each case on a pro forma basis
taking into account such designation.


Any such designation by the
Board of Directors of Parent shall be notified by Parent to the Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect
to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing provisions.


“U.S. Person” means a U.S.
Person as defined in Rule 902(k) promulgated under the Securities Act.


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


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


“Weighted Average Life to
Maturity” means, when applied to any Indebtedness,
Disqualified Stock or preferred stock, as the case may be, at any date, the
quotient obtained by dividing


(1)           the sum of the products of the number
of years from the date of determination to the date of each successive
scheduled principal payment of such Indebtedness or redemption or similar
payment with respect to such Disqualified Stock or preferred stock multiplied
by the amount of such payment, by


(2)           the sum of all such payments.


 


36

















 


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


SECTION 103.  Compliance
Certificates and Opinions.  Upon any
application or request by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including any covenant compliance with which
constitutes a condition precedent) relating to the proposed action have been
complied with and, other than in connection with the authentication of the
Initial Notes, an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (other than pursuant to Section 1008(a)) shall include:


(1)           a statement that each individual
signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;


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


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


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


SECTION 104.  Form
of Documents Delivered to Trustee. 
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


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


 


37

















 


possession
of Parent or the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


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


SECTION 105.  Acts
of Holders.  (a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.


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


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


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


 


38

















 


shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.  Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Note shall bind every future Holder of the same Note and
the Holder of every Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or suffered
to be done by the Trustee, the Company or any Guarantor in reliance thereon,
whether or not notation of such action is made upon such Note.


SECTION 106.  Notices,
Etc., to Trustee, Company, any Guarantor and Agent.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,


(1)           the Trustee by any Holder or by the
Company or any Guarantor shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing (which may be via facsimile) to or
with the Trustee at The Bank of New York, 101 Barclay Street, 8W, New York, New
York, 10286 Attention: Corporate Trust Administration, or


(2)           the Company or any Guarantor by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if made, given, furnished or
delivered in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to the Company or such Guarantor
addressed to it at Masonite International Corporation/Masonite Corporation, 1
North Dale Mabry, Suite 950, Tampa, Florida 33609, Attention:  Legal Department, or at any other address
previously furnished in writing to the Trustee by the Company or such
Guarantor.


SECTION 107.  Notice
to Holders; Waiver.  Where this
Indenture provides for notice of any event to Holders by the Company or the
Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Note Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.  Notices
given by publication shall be deemed given on the first date on which
publication is made and notices given by first-class mail, postage prepaid,
shall be deemed given five calendar days after mailing.


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


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be 


 


39

















 


filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


SECTION 108.  Effect
of Headings and Table of Contents. 
The Article and Section headings herein, the Table of Contents and the
reconciliation and tie between the TIA and this Indenture are for convenience
of reference only, are not intended to be considered a part hereof and shall
not affect the construction hereof.


SECTION 109.  Successors
and Assigns.  All agreements of the
Company in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.  All
agreements of each Guarantor in this Indenture will bind its successors, except
as otherwise provided in Section 1209 hereof.


SECTION 110.  Separability
Clause.  In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


SECTION 111.  Benefits
of Indenture.  Nothing in this
Indenture or in the Notes, express or implied, shall give to any Person, other
than the parties hereto, any Paying Agent, any Notes Registrar and their
successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.


SECTION 112.  Governing
Law.  This Indenture, the Notes and
any Guarantee shall be governed by and construed in accordance with the laws of
the State of New York.  This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.


SECTION 113.  Legal
Holidays.  In any case where any
Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any
Note shall not be a Business Day, then (notwithstanding any other provision of
this Indenture or of the Notes) payment of principal (or premium, if any) or
interest need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for purposes of such
payment for the period from and after such Interest Payment Date, Redemption
Date, Stated Maturity or Maturity, as the case may be.


SECTION 114.  No
Personal Liability of Directors, Officers, Employees and Stockholders.  No director, officer, employee, incorporator
or stockholder of Parent, the Company, the Non-Issuing Company or any Guarantor
or any of their parent companies shall have any liability for any obligations
of Parent, the Company, the Non-Issuing Company or the Guarantors under the
Notes, the Guarantees, or the Indenture for any claim based on, in respect of,
or by reason of such obligations or their creation. Each Holder by accepting
Notes waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.


SECTION 115.  Trust
Indenture Act Controls.  If any
provision of this Indenture limits, qualifies or conflicts with another provision
which is required to be included in this


 


40














Indenture
by the TIA, the provision required by the TIA shall control.  If any provision of this Indenture modifies
or excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.


SECTION 116.  Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be original; but such counterparts shall
together constitute but one and the same instrument.  One signed copy is enough to prove this
Indenture.


SECTION 117.  Waiver
of Jury Trial.  EACH OF THE COMPANY
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.


SECTION 118.  Force
Majeure.  In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


ARTICLE
TWO



THE NOTES


SECTION 201.  Procedure
for Exchange.  (a)  So long as the Company and the Non-Issuing
Company have received requests to issue at least $20,000,000 in the aggregate
principal amount of Notes and Senior Subordinated Notes due 2015 issued by the
Non-Issuing Company, on the fifth Business Day following receipt by the Company
of a written request (an “Exchange Request”) given at any time from time to
time pursuant to the terms of paragraph (b) below from the holder of any Loan
(or beneficial owner of a portion thereof) to exchange some or all of such
holder’s Loans, the Company shall execute and deliver to such holder or
beneficial holder one or more Initial Notes as evidence of all or a part of the
principal amount of such Loan bearing interest as set forth therein dated the
Issue Date of such Note, payable to the order of such holder (or such
beneficial owner), and issued in accordance with Section 205, in the same
principal amount as the Loans (or portion thereof) being evidenced (for
certainty, including any capitalized interest) and shall cause each Guarantor
to endorse its guarantee thereon.


(b)           The Exchange Request shall specify the principal amount of
the Loans to be exchanged pursuant to this Section 201, which shall be at least
$100,000 and integral multiples of $50,000 in excess thereof or the entire
remaining aggregate principal amount of the Loan of such holder (for certainty,
including any capitalized interest).  The
Exchange Request shall also indicate such holder’s DTC participant number.


 


41

















SECTION 202.  Principal
Amount and Maturity.  The principal
amount of the Initial Notes received by each Holder will equal the same
principal amount as the Loans (or portion thereof) for which
they are exchanged.  If a Default (but
not an Event of Default) shall have occurred and be continuing on such Exchange
Date, any notices given or cure periods commenced while any Loan was outstanding
shall be deemed given or commenced (as of the actual dates thereof) for all
purposes with respect to the related Note (with the same effect as if such Note
had been outstanding as of the actual dates thereof).  The amount of Notes which may be issued
hereunder shall be unlimited.


All Notes will mature on the
Final Maturity Date.


SECTION 203.  Interest
Rates.  (a)  Except as provided in
Section 203(b) below, the unpaid principal amount of the Notes shall bear
interest at a rate per annum equal to that of the Loans as provided in the
Senior Subordinated Loan Agreement on the Issue Date of the Initial Note.


(b)           A Holder may elect to receive Notes in the form of
multiple tranches (with such tranches bearing different interest rates and
having different maturities, ranking and other terms, all as determined by the
Lead Arranger (as defined in the Senior Subordinated Loan Agreement)), so long
as the weighted average interest rate of such tranches does not exceed the
weighted average interest rate of such surrendered Loans.


(c)           Subject to Section 203(d) below, the interest rate borne
by the Notes shall not exceed 11.0% per annum. 
To the extent the interest rate borne by any Note exceeds 11.0% per
annum, the Company may elect to pay such excess interest (the “PIK Interest
Amount”) through the issuance of additional Initial Notes or Exchange Notes
(the “Additional Notes”), as the case may be, in an aggregate principal amount
equal to all or a portion of such PIK Interest Amount.  Such Additional Notes shall be substantially
in the form of Exhibit 1.


(d)           Any amount (whether of principal or interest) not paid
when due hereunder (whether at the stated maturity, by acceleration or
otherwise) shall bear interest, to the extent permitted by law (after as well
as before judgment), payable on demand, at the rate that would otherwise be
applicable thereto plus 2% per annum from and including the date of such
non-payment to but excluding the date on which such amount is paid in full.


(e)           In no event shall the interest rate on the Notes exceed
the highest lawful rate permitted by applicable law.


(f)            Interest shall be payable semiannually in arrears on each
Interest Payment Date.  Payments made on
the first Interest Payment Date after the Exchange Date with respect to any Note
shall include any capitalized interest on such Note.  Prior to the first Interest Payment Date with
respect to any Note, the Company shall certify to the Trustee the amount of
interest, if any, accrued but not paid on the Loan exchanged for such Note.  Notwithstanding the foregoing, if a payment
date is not a Business Day, payment shall be made on the next succeeding day
that is a Business Day, and no interest shall accrue on the Notes for the
intervening period.  If a regular record
date is not a Business Day, the record date shall not be affected.


 


42

















(g)           The Company or a calculation agent to be appointed by the
Company will calculate the amount of interest payable from time to time under
the Notes.


SECTION 204.  Form
and Dating.  Provisions relating to
the Initial Notes, the Private Exchange Notes and the Exchange Notes are set
forth in the Rule 144A / Regulation S / IAI Appendix attached hereto
(the “Appendix”) which is hereby incorporated in, and expressly made part of,
this Indenture. The Initial Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit 1 to the Appendix
which is hereby incorporated in, and expressly made a part of, this
Indenture.  The Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibits
1(a) and 1(b), which are hereby incorporated in and expressly made a part of
this Indenture.  The Exchange Notes and
the Trustee’s certificate of authentication shall be substantially in the form
of Exhibit A, which is hereby incorporated in and expressly made a part of this
Indenture.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided
that any such notation, legend or endorsement is in a form reasonably
acceptable to the Company).  Each Note
shall be dated the date of its authentication.


SECTION 205.  Execution,
Authentication, Delivery and Dating. 
The Notes shall be executed on behalf of the Company by any two
Officers.  The signature of any Officer
on the Notes may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the Notes.


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


At
any time and from time to time after the execution and delivery of this
Indenture, in accordance with Section 201, the Company may deliver Notes
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Notes, directing the
Trustee to authenticate the Notes and certifying that all conditions precedent
to the issuance of Notes contained herein have been fully complied with, and
the Trustee in accordance with such Company Order shall authenticate and
deliver such Notes.  At any time and from
time to time after the execution and delivery of this Indenture, in accordance
with Section 201, the Company may issue Notes pursuant to the existing Global
Notes by delivering a Company Order to the Trustee, which Company Order shall
confirm the principal amount and capitalized interest of the Loans being
exchanged by the Holder thereof.  The
Company Order shall also direct the Trustee to credit the DTC participant
accounts of the Holders of such Loans and to confirm such credit with the
broker or dealer specified, and the Trustee in accordance with such Company
Order shall credit such accounts and make such confirmations.  In addition, such Company Order shall specify
the date on the issue of Notes and the credit to take place.  At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Additional
Notes executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Additional Notes,
directing the Trustee to authenticate the Additional Notes and certifying that
the issuance of such Additional Notes is in compliance


 


43

















with Article Ten hereof and that all other conditions precedent to the
issuance of Notes contained herein have been fully complied with, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Additional Notes.  On Company Order,
the Trustee shall authenticate for original issue Exchange Notes in an
aggregate principal amount not to exceed the aggregate principal amount of any
Initial Notes and Additional Notes outstanding; provided that such Exchange Notes shall be issuable only
upon the valid surrender for cancellation of Initial Notes and any Additional
Notes of a like aggregate principal amount in accordance with an Shelf
Registration or an Exchange Offer pursuant to the Registration Rights Agreement
and a Company Order for the authentication and delivery of such Exchange Notes
and certifying that all conditions precedent to the issuance of such Exchange
Notes are complied with (including the effectiveness of the Registration
Statement related thereto).  Upon the
initial issuance of the Initial Notes, the Trustee shall receive an Officers’
Certificate and an Opinion of Counsel of the Company in connection with such
authentication of Notes.


Each
Note shall be dated the date of its authentication.


No
Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.


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


 


44

















ARTICLE
THREE



NOTES FORMS


SECTION 301.  Title
and Terms.  The aggregate principal
amount of Notes which may be authenticated and issued under this Indenture is
not limited; provided, however that any
Additional Notes issued under this Indenture are issued in accordance with
Sections 202 and 1011 hereof, as part of the same series as the Initial Notes.


The Notes shall be known and
designated as the “Senior Subordinated Notes Due 2015” of the Company.  The Stated Maturity of the Notes shall be
April 6, 2015, and the Notes shall bear interest at the Interest Rate specified
in Section 202 from the most recent Interest Payment Date to which interest has
been paid or duly provided for, payable semiannually in arrears on April 15 and
October 15 of each year and at said Stated Maturity, until the principal
thereof is paid or duly provided for and to the Person in whose name the Note
(or any Predecessor Note) is registered at the close of business on each April
1 and October 1 (each, a “Regular Record Date”).


The principal of (and
premium, if any), interest and Additional Interest, if any, on the Notes shall
be payable at the office or agency of the Company maintained for such purpose
in The City and State of New York or, at the option of the Company, payment of
interest may be made by check mailed to the Holders of the Notes at their
respective addresses set forth in the Note Register of Holders; provided that all payments of principal,
premium, if any, and interest and Additional Interest, if any, with respect to
Notes represented by one or more permanent Global Notes registered in the name
of or held by the Depositary or its nominee will be made by wire transfer of
immediately available funds to the accounts specified by the Holder or Holders thereof.  Until otherwise designated by the Company,
the Company’s office or agency in New York shall be the office of the Trustee
maintained for such purpose.


Holders shall have the right
to require the Company to purchase their Notes, in whole or in part, in the
event of a Change of Control pursuant to Section 1017.  The Notes shall be subject to repurchase
pursuant to an Asset Sale Offer as provided in Section 1018.


The Notes shall be
redeemable as provided in Article Eleven.


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


SECTION 302.  Denominations.  The Notes shall be issuable only in
registered form without coupons and only in denominations of $1.00 and any
integral multiple thereof.


SECTION 303.  Temporary
Notes.  Pending the preparation of
definitive Notes, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Notes in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and 


 


45

















other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.


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


SECTION 304.  Registration,
Registration of Transfer and Exchange. 
The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein
sometimes referred to as the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes.  The Note Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time.  At all reasonable times, the Note
Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as
note registrar (the “Note Registrar”) for the purpose of registering Notes and
transfers of Notes as herein provided.


Upon surrender for
registration of transfer of any Note at the office or agency of the Company
designated pursuant to Section 1002, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denomination
or denominations of a like aggregate principal amount.


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


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


Every Note presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Company or the Note Registrar) be duly endorsed, or be accompanied 


 


46

















by
written instruments of transfer, in form satisfactory to the Company and the
Note Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.


No service charge shall be
made for any registration of transfer or exchange or redemption of Notes, but
the Company may require payment of a sum sufficient to cover any taxes, fees or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, other than exchanges pursuant to
Sections 202, 303, 906, 1017, 1018, or 1108 not involving any transfer.


SECTION 305.  Mutilated,
Destroyed, Lost and Stolen Notes.  If
(1) any mutilated Note is surrendered to the Trustee, or (2) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, and there is delivered to the Company
and the Trustee such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Note has been acquired by a Protected Purchaser (as defined
in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Note or in lieu of any such
destroyed, lost or stolen Note, a new Note of like tenor and principal amount,
bearing a number not contemporaneously outstanding.


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


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


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


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


SECTION 306.  Payment
of Interest; Interest Rights Preserved. 
(a)  Interest on any Note which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company maintained for
such purpose pursuant to Section 1002; provided, however, that, subject to Section 301 hereof, each
installment of interest may at the Company’s option be paid by (1) mailing
a check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 307, to the address of such Person as
it appears in


 


47

















the
Note Register or (2) transfer to an account located in the United States
maintained by the payee.


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


(1)           The Company may elect to make payment
of any Defaulted Interest to the Persons in whose names the Notes (or their
respective Predecessor Notes) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner.  The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. 
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such Special Record Date, and in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be given in the manner provided for in
Section 107, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so given,
such Defaulted Interest shall be paid to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).


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


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


 


48

















SECTION 307.  Persons
Deemed Owners.  Prior to the due
presentment of a Note for registration of transfer, the Company, Parent, the
Non-Issuing Company, any Guarantor, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Note is registered as the
owner of such Note for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 304 and 306) interest on such
Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.


SECTION 308.  Cancellation.  All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee. 
If the Company shall so acquire any of the Notes, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation. 
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Notes held by
the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures unless by Company Order the Company shall direct that
cancelled Notes be returned to it.


SECTION 309.  Transfer
and Exchange.  The Notes shall be
issued in registered form and shall be transferable only upon the surrender of
a Note for registration of transfer. 
When a Note is presented to the Notes Registrar or a co-registrar with a
request to register a transfer, the Notes Registrar shall register the transfer
as requested if the requirements of this Indenture and Section 8-401(a) of the
Uniform Commercial Code are met.  When
Notes are presented to the Notes Registrar or a co-registrar with a request to
exchange them for an equal principal amount of Notes of other denominations,
the Notes Registrar shall make the exchange as requested if the same
requirements are met.


SECTION 310.  CUSIP
Numbers.  The Company in issuing the
Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case,
if then generally in use) in addition to serial numbers, and, if so, the
Trustee shall use such “CUSIP” numbers, ISINs and “Common Code” numbers in
addition to serial numbers in notices of redemption, repurchase or other
notices to Holders as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such “CUSIP” numbers, ISINs and “Common Code” numbers either as
printed on the Notes or as contained in any notice of a redemption or
repurchase and that reliance may be placed only on the serial or other
identification numbers printed on the Notes, and any such redemption or
repurchase shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the “CUSIP” numbers, ISINs and “Common Code”
numbers applicable to the Notes.


 


49

















SECTION 311.  Issuance
of Additional Notes.  The Company
may, subject to Section 202 of this Indenture, issue Additional Notes having
identical terms and conditions to the Notes. The Initial Notes, Exchange Notes
and any Additional Notes subsequently issued shall be treated as a single class
for all purposes under this Indenture.


ARTICLE
FOUR



SATISFACTION AND DISCHARGE


SECTION 401.  Satisfaction
and Discharge of Indenture.  This
Indenture shall upon the Company’s Request and at the Company’s expense cease
to be of further effect (except as set forth in the last paragraph of this
Section and as to surviving rights of registration of transfer or exchange of
Notes expressly provided for herein or pursuant hereto) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture when:


(1)           either


(A)          all applicable Notes theretofore
authenticated and delivered, (except (i) lost, stolen or destroyed Notes which
have been replaced or paid as provided in Section 305 and (ii) Notes for whose
payment money has theretofore been deposited in trust with the Trustee or any
Paying Agent or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section
1003), have been delivered to the Trustee for cancellation; or


(B)           all applicable Notes not theretofore
delivered to such Trustee for cancellation,


(i)            have become due and
payable by reason of the making of a notice of redemption pursuant to Section
1105 or otherwise,


(ii)           will become due and payable at their Stated Maturity within one year, or


(iii)          are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company,


and the Company, Parent, the
Non-Issuing Company or any Guarantor has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for principal, premium, if any, and accrued interest to the


 


50














date of such deposit (in the
case of Notes which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;


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


(3)           the Company has paid or caused to be paid all sums payable by it under this
Indenture;


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


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


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 607, the obligations of the Company to any
Authenticating Agent under Section 612 and, if money or Government Securities
shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive such
satisfaction and discharge.


SECTION 402.  Application
of Trust Money.  Subject to the
provisions of the last paragraph of Section 1003, all money or Government
Securities deposited with the Trustee pursuant to Section 401 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or Government Securities has
been deposited with the Trustee; but such money or Government Securities need
not be segregated from other funds except to the extent required by law.


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with
Section 401 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s and any Guarantor’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 401 until such time as
the Trustee or Paying Agent is permitted to apply all such money or Government
Securities in accordance with Section 401;
provided that if the 


 


51

















 


Company
has made any payment of principal of, premium, if any, or interest on any Notes
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.


ARTICLE
FIVE



REMEDIES


SECTION 501.  Events
of Default.  “Event of Default”,
wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be occasioned by the
provisions of Article Fourteen or be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


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


(2)           default for 30 days or more in
the payment when due of interest or Additional Amounts (as defined in Section
1102) on or with respect to the Notes issued under this Indenture, whether or
not such payment shall be prohibited by Article Fourteen hereof or Section
1204;


(3)           failure by Parent or the Company, as applicable, to comply for 30 days after notice
by the Trustee or the holders of not less than 30% in principal amount of the
Notes then outstanding with any of its obligations under Section 1017 (other
than a failure to purchase Notes) or Section 1018 (other than a failure to
purchase Notes) or under Sections 1009, 1010, 1011, 1012, 1013, 1014, 1015, or
1016;


(4)           failure by Parent, the Company, the Non-Issuing Company or any Guarantor for 60
days after receipt of written notice given by the Trustee or the Holders of not
less than 30% in principal amount of the then outstanding Notes and issued
under the Indenture to comply with any of its other agreements contained in
this Indenture or the Notes;


(5)           default under any mortgage, indenture or instrument under which there is issued
or by which there is secured or evidenced any Indebtedness for money borrowed
by Parent or any Restricted Subsidiary or the payment of which is guaranteed by
Parent or any Restricted Subsidiary, other than Indebtedness owed to Parent or
a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or
is created after the issuance of the Notes, if both


(A)          such default either results from the
failure to pay any such Indebtedness at its stated final maturity (after giving
effect to any applicable grace periods) or relates to an obligation other than
the obligation to pay principal of any such Indebtedness at its stated final
maturity and results in the holder or


 


52

















 


holders of such Indebtedness
causing such Indebtedness to become due prior to its stated maturity and


(B)           the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
in default for failure to pay principal at stated final maturity (after giving
effect to any applicable grace periods), or the maturity of which has been so
accelerated, aggregate $50.0 million or more at any one time outstanding;


(6)           failure by Parent, the Company or any
Significant Subsidiary to pay final judgments aggregating in excess of
$50.0 million, which final judgments remain unpaid, undischarged and
unstayed for a period of more than 60 days after such judgment becomes final,
and in the event such judgment is covered by insurance, an enforcement
proceeding has been commenced by any creditor upon such judgment or decree
which is not promptly stayed;


(7)           any of the following events with
respect to Parent, the Company or any Significant Subsidiary:


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


(i)            commences a
voluntary case;


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


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


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


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


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


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


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


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


 


53

















 


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


(9)           an Event of Default under the
indenture governing the Non-Issuing Company
Notes.


SECTION 502.  Acceleration
of Maturity; Rescission and Annulment. 
(a)  If any Event of Default
(other than an Event of Default specified in Section 501(8)) occurs and is
continuing under an Indenture, then and in every case the Trustee or the
Holders of at least 30% in principal amount of Outstanding Notes under this
Indenture may declare the principal, premium, if any, interest and any other
monetary obligations on all the Outstanding Notes issued to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders) provided, however,
that, so long as any Indebtedness permitted to be incurred under this Indenture
as part of the Senior Credit Facilities shall be outstanding, no such
acceleration shall be effective until the earlier of


(1)           acceleration
of any such Indebtedness under the Senior Credit Facilities, or


(2)           five
Business Days after the giving of written notice of such acceleration to the
Company and the administrative agent under the Senior Credit Facilities.


(b)           Upon the effectiveness
of such declaration, such principal and interest will be due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
Section 501(8) occurs and is
continuing, then the principal amount of all Outstanding Notes shall ipso facto
become and be immediately due and payable without any notice, declaration or
other act on the part of the Trustee or any Holder.


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


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


(A)          all overdue interest on all
Outstanding Notes,


(B)           all unpaid principal of (and premium,
and Additional Interest, if any, on) any Outstanding Notes which has become due
otherwise than by such declaration of acceleration, and interest on such unpaid
principal at the rate borne by the Notes,


 


54

















 


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


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


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


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


(d)           Notwithstanding the preceding paragraph, in the event of
any Event of Default specified in Section 501(6) above, such Event of Default
and all consequences thereof (excluding any resulting payment default) shall be
annulled, waived and rescinded, automatically and without any action by the
Trustee or the Holders, if within 20 days after such Event of Default
arose,


(1)           the Indebtedness or guarantee that is
the basis for such Event of Default has been discharged, or


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


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


SECTION 503.    Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company
covenants that if:


(1)           default is made in the payment of any
installment of interest on any Note when such interest becomes due and payable
and such default continues for a period of 30 days, or


(2)           default is made in the payment of the
principal of (or premium, or Additional Interest, if any, on) any Note at the
Maturity thereof,


the Company will, upon
demand of the Trustee, pay to the Trustee for the benefit of the Holders of
such Notes, the whole amount then due and payable on such Notes for principal
(and premium, if any) and interest, and interest on any overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installment of interest, at the rate
borne by the Notes, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


If the Company fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name as
trustee of an express trust, may institute a judicial proceeding for the


 


55

















 


collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or
final decree and may enforce the same against the Company, any Guarantor or any
other obligor upon the Notes and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, any
Guarantor or any other obligor upon the Notes, wherever situated.


If an Event of Default
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders under this Indenture and
the Guarantees by such appropriate judicial proceedings as the Trustee shall
deem necessary to protect and enforce any such rights, including seeking
recourse against any Guarantor, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy, including seeking
recourse against any Guarantor.


SECTION 504.  Trustee
May File Proofs of Claim.  In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor including any
Guarantor, upon the Notes or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal, premium,
if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


(1)           to file and prove a claim for the
whole amount of principal (and premium, if any) and interest owing and unpaid
in respect of the Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and


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


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


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


56

















 


SECTION 505.  Trustee
May Enforce Claims Without Possession of Notes.  All rights of action and claims under this
Indenture or the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders in respect of which such judgment has
been recovered.


SECTION 506.  Application
of Money Collected.  Subject to Article
Fourteen hereof and Section 1204, any money or property collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Notes and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


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


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


THIRD:  The balance, if any, to the Company or as a
court of competent jurisdiction may direct in writing; provided
that all sums due and owing to the Holders and the Trustee have been paid in
full as required by this Indenture.


SECTION 507.    Limitation on Suits.  No Holder of any Notes shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


(1)           such Holder has previously given the
Trustee notice that an Event of Default is continuing;


(2)           Holders of at least 30% in principal
amount of the total outstanding Notes have requested the Trustee to pursue the
remedy;


(3)           such Holders have offered the Trustee
security or indemnity reasonably satisfactory to it against any loss, liability
or expense;


(4)           the Trustee has not complied with
such request within 60 days after the receipt thereof and the offer of
security or indemnity; and


(5)           Holders of a majority in principal
amount of the total Outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period,


 


57

















 


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


SECTION 508.  Unconditional
Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if
applicable, Article Eleven) and in such Note of the principal of (and premium,
if any) and (subject to Section 306) interest on such Note on the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment on or after such respective dates, and such rights shall
not be impaired without the consent of such Holder.


SECTION 509.  Restoration
of Rights and Remedies.  If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture or the Guarantees and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, any Guarantor, any other obligor
of the Notes, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


SECTION 510.  Rights
and Remedies Cumulative.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in the last paragraph of Section 305, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


SECTION 511.  Delay
or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


SECTION 512.  Control
by Holders.  The Holders of not less
than a majority in principal amount of the Outstanding Notes shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, provided that:


 


58

















 


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


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


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


SECTION 513.  Waiver
of Past Defaults.  Subject to
Sections 508 and 902, Holders of a majority in aggregate principal amount of
the Outstanding Notes may on behalf of the Holders of all such Notes waive any
existing Default or Event of Default and its consequences, except a continuing
Default or Event of Default (1) in respect of the payment of interest on,
premium, if any, or the principal of any such Note held by a non-consenting
Holder, or (2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each
Outstanding Note affected.


Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture, but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon.


SECTION 514.  Waiver
of Stay or Extension Laws.  Each of
the Company, the Guarantors and any other obligor on the Notes covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and each of the Company, the Guarantors and any other obligor on the
Notes (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


ARTICLE
SIX



THE TRUSTEE


SECTION 601.  Duties
of the Trustee.  (a)  Except during the continuance of a Default or
an Event of Default,


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


(2)           in the absence of bad faith or
willful misconduct on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming


 


59

















 


to the requirements of this
Indenture; but in the case of any such certificates or opinions specifically
required by any provision hereof to be provided to it, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture, but not to verify the contents thereof.


(b)           If a Default or an Event of Default has occurred and is
continuing of which a Responsible Officer of the Trustee has actual knowledge
or of which written notice of such Default or Event of Default shall have been
given to the Trustee by the Company, any other obligor of the Notes or by any
Holder, the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent Person would exercise or use under the circumstances in the
conduct of such Person’s own affairs.


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


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


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


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


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


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


SECTION 602.  Notice
of Defaults.  Within 30 days after
the earlier of receipt from the Company of notice of the occurrence of any
Default or Event of Default hereunder or the date when such Default or Event of
Default becomes known to the Trustee, the Trustee shall transmit, in the manner
and to the extent provided in TIA Section 313(c), notice of such Default or
Event of Default hereunder known to the Trustee, unless such Default or Event
of Default shall have been cured or waived; provided, however,
that, except in the case of a Default or Event of Default in the payment of the
principal of (or premium, if any, on) or interest on any Note, the Trustee
shall be protected in withholding such notice if and so long as a trust


 


60






 










committee
of Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.


SECTION 603.  Certain
Rights of Trustee.  Subject to the
provisions of TIA Sections 315(a) through 315(d):


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


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


(3)           whenever in the administration of
this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers’ Certificate;


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


(5)           the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses, losses and
liabilities which might be incurred by it in compliance with such request or
direction;


(6)           the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the
Company and shall incur no liability of any kind by reason of such inquiry or
investigation;


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


 


61

















 


(8)           the Trustee shall not be liable for
any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Indenture; provided, however,
that the Trustee’s conduct does not constitute wilful misconduct or negligence.


(9)           the rights, privileges, protections,
immunities and benefits given to the Trustee, including its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;


(10)         the Trustee may request that the
Company deliver a certificate substantially in the form of Exhibit C hereto
setting forth the names of individuals or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which certificate
may be signed by any person authorized to sign a certificate, including any
person specified as so authorized in any such certificate previously delivered
and not superseded;


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


(12)         the Trustee shall not be deemed to have
notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Indenture;


SECTION 604.  Trustee
Not Responsible for Recitals or Issuance of Notes.  The recitals contained herein and in the
Notes, except for the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes, except that the Trustee represents that it is duly authorized to execute
and deliver this Indenture, authenticate the Notes and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to
the qualifications set forth therein. 
The Trustee shall not be accountable for the use or application by the Company
of Notes or the proceeds thereof.


SECTION 605.  May
Hold Notes.  The Trustee, any Paying
Agent, any Note Registrar or any other agent of the Company or of the Trustee,
in its individual or any other capacity, may become the owner or pledgee of
Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not the Trustee,
Paying Agent, Note Registrar or such other agent; provided,
however, that, if it acquires any conflicting interest, it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue or resign.


 


62

















 


SECTION 606.  Money
Held in Trust.  Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.


SECTION 607.  Compensation
and Reimbursement.  Parent,
the Company, the Non-Issuing Company and the Guarantors, jointly and
severally, agree:


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


(2)           except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as shall be determined to have been caused by its own
negligence or willful misconduct; and


(3)           to indemnify the Trustee and any
predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, claim, damage or expense, including taxes (other than the taxes
based on the income of the Trustee) incurred without negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim regardless of whether the claim is asserted by Parent,
the Company, the Non-Issuing Company, a Guarantor, a Holder or any other Person
or liability in connection with the exercise or performance of any of its
powers or duties hereunder.


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


When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 501(8), the expenses (including the reasonable charges and expenses
of its counsel) of and the compensation for such services are intended to
constitute expenses of administration under any applicable Bankruptcy Law.


The provisions of this
Section shall survive the termination of this Indenture and resignation or
removal of the Trustee.


SECTION 608.  Corporate
Trustee Required; Eligibility.  There
shall be at all times a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) 


 


63

















 


and
shall have a combined capital and surplus of at least $50,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of Federal,
State, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


SECTION 609.  Resignation
and Removal; Appointment of Successor. 
(a)  No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 610.


(b)           The Trustee may resign at any time by giving written
notice thereof to the Company.  Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument executed by authority of the Board of
Directors, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor Trustee.  If the
instrument of acceptance by a successor Trustee required by Section 610
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee.


(c)           The Trustee may be removed at any time by Act of the
Holders of not less than a majority in principal amount of the Outstanding
Notes, delivered to the Trustee and to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 610 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.


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


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


 


64

















 


behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.


(f)            The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to the
Holders in the manner provided for in Section 107.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


SECTION 610.  Acceptance
of Appointment by Successor. 
(a)  Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.


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


SECTION 611.  Merger,
Conversion, Consolidation or Succession to Business.  Any corporation or national association into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation or national association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation or national association succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such
corporation or national association shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. 
In case any Notes shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Notes
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.  In case at
that time any of the Notes shall not have been authenticated, any successor
Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee.  In all such cases such certificates shall
have the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Notes in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


SECTION 612.  Appointment
of Authenticating Agent.  At any time
when any of the Notes remain Outstanding, the Trustee may appoint an
authenticating agent or agents (each, an “Authenticating Agent”) with respect
to the Notes which shall be authorized to act on behalf 


 


65

















 


of
the Trustee to authenticate Notes and the Trustee shall give written notice of
such appointment to all Holders of Notes with respect to which such
Authenticating Agent will serve, in the manner provided for in Section
107.  Notes so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder.  Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, and a
copy of such instrument shall be promptly furnished to the Company.  Wherever reference is made in this Indenture
to the authentication and delivery of Notes by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50.0 million and subject to supervision or
examination by Federal or state authority. 
If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.


Any corporation or national
association into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation or national association
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation or national
association succeeding to all or substantially all the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided
such corporation or national association shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent.


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the
Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall give written notice of such appointment to
all Holders of Notes, in the manner provided for in Section 107.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


The Company agrees to pay to
each Authenticating Agent from time to time such compensation for its services
under this Section as shall be agreed in writing between the Company and such
Authenticating Agent.


 


66

















 


If an appointment is made
pursuant to this Section, the Notes may have endorsed thereon, in addition to
the Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form:


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


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
        as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  as Authorized Signatory

  



 


ARTICLE
SEVEN



HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.  Company
to Furnish Trustee Names and Addresses. 
The Company will furnish or cause to be furnished to the Trustee:


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


(2)           at such other times as the Trustee
may reasonably request in writing, within 30 days after receipt by the Company
of any such request, a list of similar form and content to that in clause (1)
hereof as of a date not more than 15 days prior to the time such list is
furnished;


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


SECTION 702.  Disclosure
of Names and Addresses of Holders. 
Every Holder of Notes, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).


SECTION 703.    Reports by Trustee.  Within 60 days after May 15 of each year
commencing with the first May 15 after the Issue Date, the Trustee shall transmit
to the Holders of Notes (with a copy to the Company at the address specified in
Section 106), in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 that complies with TIA Section 313(a).  The Trustee also shall comply with TIA
Section 313(b).


 


67

















 


ARTICLE
EIGHT



MERGER, CONSOLIDATION OR SALE

OF ALL OR SUBSTANTIALLY ALL ASSETS


SECTION 801.    Company May Consolidate, Etc., Only on
Certain Terms.  (a)  Neither Parent nor the Company may
consolidate, merge or amalgamate with or
into or wind up into (whether or not
Parent or the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to any Person
unless:


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


(2)           the Successor
Company, if other than Parent or the Company, expressly assumes all the
obligations of Parent or the Company under such series of Notes pursuant to
supplemental indentures or other documents or instruments in form reasonably
satisfactory to the Trustee;


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


(4)           immediately after giving pro forma effect to such transaction, as if such transaction
had occurred at the beginning of the applicable four-quarter period,


(A)          the Successor Company would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 1011(a) or


(B)           the Fixed Charge Coverage Ratio for
the Successor Company and the Restricted Subsidiaries (or, for a transaction
not involving Parent, for Parent and the Restricted Subsidiaries) would be
greater than such Ratio for Parent and the Restricted Subsidiaries immediately
prior to such transaction;


(5)           each Guarantor, unless it is the
other party to the transactions described above, in which case Section
802(1)(B) below shall apply, shall have by supplemental indenture confirmed
that its Guarantee shall apply to such Person’s obligations under this
Indenture and the Notes; and


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


 


68

















 


(b)           The Successor Company shall succeed to, and be substituted
for the Company or Parent, as the case may be, under this Indenture and the
Notes, as applicable. Notwithstanding clauses (a)(3) and (a)(4) above,


(1)           any Restricted Subsidiary may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company and


(2)           Parent or the Company may merge with
an Affiliate of Parent  or the Company,
as the case may be, solely for the purpose of reincorporating the Company in
another State of the United States so long as the amount of Indebtedness of the
Company and the Restricted Subsidiaries is not increased thereby.


SECTION 802.  Guarantors
May Consolidate, Etc., Only on Certain Terms.  Subject to Section 1209, each Guarantor,
Parent and the Company shall not permit any Guarantor to, consolidate or merge
with or into or wind up into (whether or not such Guarantor is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or more related
transactions to, any Person unless:


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


(B)           the Successor Person, if other than
such Guarantor, expressly assumes all the obligations of such Guarantor under
this Indenture and such Guarantor’s Guarantee pursuant to supplemental
indentures or other documents or instruments in form reasonably satisfactory to
the Trustee;


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


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


(2)           the transaction is made in compliance
with Section 1018.


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


SECTION 803.  Successor
Substituted.  Upon any consolidation
or merger, or any sale, assignment, conveyance, transfer, lease or disposition
of all or substantially all of the assets 


 


69

















 


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


ARTICLE
NINE



SUPPLEMENTAL INDENTURES


SECTION 901.  Amendments
or Supplements Without Consent of Holders. 
Without the consent of any Holder, Parent, the Company, the Non-Issuing
Company, any Guarantor (with respect to a Guarantee or this Indenture to which
it is a party) and the Trustee, at any time and from time to time, may amend or
supplement this Indenture, any Guarantee or the Notes, in form satisfactory to
the Trustee, for any of the following purposes:


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


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


(3)           to comply with Article Eight hereof;


(4)           to provide the assumption of Parent’s,
the Company’s or any Guarantor’s obligations to Holders;


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


(6)           to add covenants for the benefit of
the Holders or to surrender any right or power conferred in this Indenture upon
Parent, the Company, the Non-Issuing Company or any Guarantor;


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


(8)           to evidence and provide for the
acceptance and appointment under this Indenture of a successor Trustee pursuant
to the requirements of Sections 609 and 610 hereof;


 


70






 










 


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


(10)         to add a Guarantor under this
Indenture; or


(11)         making any amendment to the provisions
of this Indenture relating to the transfer and legending of Notes; provided, however, that
(A) compliance with this Indenture as so amended would not result in Notes
being transferred in violation of the Securities Act or any applicable
securities law and (B) such amendment does not materially and adversely
affect the rights of Holders to transfer Notes.


SECTION 902.  Amendments,
Supplements or Waivers with Consent of Holders.  With the consent of the Holders of at least a
majority in principal amount of the Outstanding Notes, by Act of said Holders
delivered to Parent, the Company, the Non-Issuing Company and the Trustee, the
Company, any Guarantor (with respect to any Guarantee or this Indenture to
which it is a party), when authorized by Board Resolutions of their respective
Board of Directors, and the Trustee may amend or supplement this Indenture, any
Guarantee or the Notes for the purpose of adding any provisions hereto or
thereto, changing in any manner or eliminating any of the provisions or of
modifying in any manner the rights of the Holders hereunder or thereunder
(including consents obtained in connection with a purchase of or tender offer,
Shelf Registration or Exchange Offer for the Notes) and any existing Default, Event
of Default or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of at least a majority in principal
amount of the Outstanding Notes, other than Notes beneficially owned by Parent
or its Affiliates (including consents obtained in connection with a purchase of
or tender offer, Shelf Registration or Exchange Offer for Notes); provided, however, that no such amendment or waiver shall,
without the consent of the Holder of each Outstanding Note affected thereby:


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


(2)           reduce the principal of or change the
Maturity of any such Note or alter or waive the provisions with respect to the
redemption of the Notes (other than Sections 1017 and 1018),


(3)           reduce the rate of or change the time
for payment of interest on any Note,


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


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


 


71

















 


(6)           make any change in Section 513 or the
rights of Holders to receive payments of principal of or premium, if any, or
interest on the Notes,


(7)           make any change in these amendment
and waiver provisions,


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


(9)           make any change in Article Fourteen
hereof or Section 1204 that would adversely affect the Holders.


Consent
of the Holders is not necessary under this Section 902 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.


SECTION 903.  Execution
of Amendments, Supplements or Waivers. 
In executing, or accepting the additional trusts created by, any
amendment, supplement or waiver permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be provided
with, and shall be fully protected in relying upon, an Officers’ Certificate
and Opinion of Counsel stating that the execution of such amendment, supplement
or waiver is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such amendment, supplement or waiver which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


SECTION 904.  Effect
of Amendments, Supplements or Waivers. 
Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such amendment,
supplement or waiver shall form a part of this Indenture for all purposes; and
every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


SECTION 905.  Compliance
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to the Article shall comply with the
requirements of the Trust Indenture Act as then in effect.


SECTION 906.  Reference
in Notes to Supplemental Indentures. 
Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. 
If the Company shall so determine, new Notes so modified as to conform,
in the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Notes.


SECTION 907.  Notice
of Supplemental Indentures.  Promptly
after the execution by the Company, any Guarantor and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Note
affected, in the manner provided for in Section 107, setting forth in
general terms the substance of such supplemental indenture.


 


72

















 


ARTICLE
TEN



COVENANTS


SECTION 1001.  Payment
of Principal, Premium, if any, and Interest.  The Company covenants and agrees for the
benefit of the Holders that it will duly and punctually pay the principal of
(and premium, if any) and interest and Additional Interest, if any, on the
Notes in accordance with the terms of the Notes and this Indenture.


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


SECTION 1002.  Maintenance
of Office or Agency.  The Company
will maintain in The City of New York, an office or agency where Notes may
be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served.  The designated office of the Trustee shall be
such office or agency of the Company, unless the Company shall designate and
maintain some other office or agency for one or more of such purposes.  The Company will give prompt written notice
to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


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


SECTION 1003.  Money
for Notes Payments to Be Held in Trust. 
If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (or premium, if any) or
Additional Interest, if any, or interest on any of the Notes, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to
pay the principal of (or premium, if any) or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.


Whenever the Company shall
have one or more Paying Agents for the Notes, it will, on or before each due
date of the principal of (or premium, if any) or interest on any Notes, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if any)
or interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to 


 


73

















 


such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of such action or any failure so
to act.


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


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


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


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


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


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


SECTION 1004.  Corporate
Existence.  Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence and that of each
Restricted Subsidiary and the corporate rights (charter and statutory) and
franchises of the Company and each Restricted Subsidiary; provided,
however, that the Company shall not be required to preserve any such
right or franchise if the Board of 


 


74

















 


Directors of the Company shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Subsidiaries as a whole.


 


SECTION 1005.  Payment
of Taxes and Other Claims.  The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary and (2) all
lawful claims for labor, materials and supplies, which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which appropriate reserves, if
necessary (in the good faith judgment of management of the Company) are being
maintained in accordance with GAAP.


SECTION 1006.  Maintenance
of Properties.  The Company will
cause all properties owned by the Company or any Restricted Subsidiary or used
or held for use in the conduct of its business or the business of any
Restricted Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however,
that nothing in this Section shall prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Restricted Subsidiary.


SECTION 1007.  Insurance.  The Company will at all times keep all of its
and its Subsidiaries’ properties which are of an insurable nature insured with
insurers, believed by the Company to be responsible, against loss or damage to
the extent that property of similar character is usually so insured by
corporations similarly situated and owning like properties.


SECTION 1008.  Statement
by Officers as to Default.  (a)  Parent will deliver to the Trustee within 120
days after the end of each fiscal year, an Officers’ Certificate which shall
comply with Section 314(a)(4) of the TIA stating that a review of the
activities of Parent and its Restricted Subsidiaries during the preceding
quarter or the preceding fiscal year, as the case may be, has been made under
the supervision of the signing officers with a view to determining whether it
has kept, observed, performed and fulfilled, and has caused each of its
Restricted Subsidiaries to keep, observe, perform and fulfill its obligations
under this Indenture and further stating, as to each such officer signing such
certificate, that, to the best of his or her knowledge, Parent during such
preceding quarter or the preceding fiscal year, as the case may be, has kept,
observed, performed and fulfilled, and has caused each of its Restricted
Subsidiaries to keep, observe, perform and fulfill each and every such covenant
contained in this Indenture and no Default or Event of Default occurred during
such quarter or year, as the case may be, and at the date of such certificate
there is no Default or Event of Default which has occurred and is continuing
or, if such signers do know of such Default or Event of Default, the
certificate shall describe its status, with particularity and that, to the best
of his or her knowledge, no event has occurred and remains by reason of which
payments on the account of the principal of or interest, if any, on the Notes
is prohibited or if such event has occurred, a description of the event and


 


75

















 


what
action each is taking or proposes to take with respect thereto.  The Officers’ Certificate shall also notify
the Trustee should Parent elect to change the manner in which it fixes its
fiscal year-end.  For purposes of this
Section 1008(a), such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


The Company shall deliver to
the Trustee, as soon as possible and in any event within five days after the
Company becomes aware of the occurrence of any Event of Default or an event
which, with notice or the lapse of time or both, would constitute an Event of
Default, an Officers’ Certificate setting forth the details of such Event of
Default or default and the action which the Company proposes to take with
respect thereto.


(b)           (1)  When any
Default or Event of Default has occurred and is continuing under this
Indenture, or (2) if the trustee for or the holder of any other evidence of
Indebtedness of the Company or any Restricted Subsidiary gives any notice or
takes any other action with respect to a claimed default (other than with
respect to Indebtedness in the principal amount of less than $25,000,000), the
Company shall deliver to the Trustee by registered or certified mail or
facsimile transmission an Officers’ Certificate specifying such event, notice
or other action within five Business Days of its occurrence.


SECTION 1009.  Reports
and Other Information.  (a)  Notwithstanding that Parent may not be
subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act or otherwise report on an annual and quarterly basis on forms
provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the SEC, Parent shall file with the SEC (and make
available to the Trustee and Holders (without exhibits), without cost to each
Holder, within 15 days after it files with the SEC):


(1)           within 120 days (or any other time
period then in effect under the rules and regulations of the Exchange Act with
respect to the filing of a Form 20-F) after the end of each fiscal year, annual
reports on Form 20-F, or any successor or comparable form, containing the
information required to be contained therein, or required in such successor or
comparable form;


(2)           within 60 days after the end of each of the first three fiscal
quarters of each fiscal year, reports on Form 6-K containing all quarterly
information that would be required to be contained in Form 10-Q, or any
successor or comparable form, except that unaudited financial information
contained therein shall be permitted to be prepared on a basis consistent with
the audited financial information presented in Form 20-F;


(3)           promptly from time to time after the
occurrence of an event required to be therein reported, such other reports on
Form 6-K, or any successor or comparable form; and


(4)           any other information, documents and
other reports which Parent would be required to file with the SEC if it were
subject to Section 13 or 15(d) of the Exchange Act;


provided that Parent
shall not be so obligated to file such reports with the SEC if the SEC does not
permit such filing, in which event Parent shall make available such information
to


 


76

















 


prospective purchasers of
the Notes, in addition to providing such information to the Trustee and the
Holders, in each case within 15 days after the time Parent would be required to
file such information with the SEC, if it were subject to Sections 13 or 15(d)
of the Exchange Act.


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including Parent’s compliance with any of its covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


In the event that any direct
or indirect parent company of Parent becomes a guarantor of the Notes, this
Indenture shall permit Parent to satisfy its obligations under this Section
1009 with respect to financial information relating to Parent by furnishing
financial information relating to such parent; provided
that the same is accompanied by consolidating information that
explains in reasonable detail the differences between the information relating
to such parent, on the one hand, and the information relating to Parent and the
Restricted Subsidiaries on a standalone basis, on the other hand.


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


SECTION 1010.  Limitation
on Restricted Payments.  (a)  The Parent shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly:


(1)           declare or pay any dividend or make
any distribution on account of Parent’s or any of its Restricted Subsidiary’s
Equity Interests, including any dividend or distribution payable in connection
with any merger or consolidation other than:


(A)          dividends or distributions by Parent
payable in Equity Interests (other than Disqualified Stock) of Parent or in
options, warrants or other rights to purchase such Equity Interests or


(B)           dividends or distributions by a
Restricted Subsidiary so long as, in the case of any dividend or distribution
payable on or in respect of any class or series of securities issued by a
Subsidiary other than a Wholly Owned Subsidiary, Parent or a Restricted
Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of
securities;


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


 


77

















 


(3)           make
any principal payment on, or redeem, repurchase, defease or otherwise acquire
or retire for value in each case, prior to any scheduled repayment, sinking
fund payment or maturity, any Subordinated Indebtedness, other than


(A)          Indebtedness permitted under clauses
(7) and (8) of Section 1011 or


(B)           the purchase, repurchase or other
acquisition of Subordinated Indebtedness purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of purchase, repurchase or
acquisition; or


(4)           make any Restricted Investment;


(all such payments and other
actions set forth in clauses (1) through (4) above being collectively
referred to as “Restricted Payments”),
unless, at the time of such Restricted Payment:


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


(B)           immediately after giving effect to
such transaction on a pro forma
basis, Parent could incur $1.00 of additional Indebtedness under the provisions
of Section 1011(a); and


(C)           such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by Parent and
its Restricted Subsidiaries after April 6, 2005 (including Restricted Payments
permitted by clauses (1), (2) (with respect to the payment of dividends on
Refunding Capital Stock (as defined below) pursuant to clause (2) thereof
only), (5), (6)(a) and (c) and (9) of Section 1010(b), but excluding all other
Restricted Payments permitted by Section 1010(b)), is less than:


(1)           50% of the Consolidated Net Income of
Parent for the period (taken as one accounting period) from the beginning of
the first fiscal quarter commencing after the Bridge Closing Date, to the end
of Parent’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment, or, in the
case such Consolidated Net Income for such period is a deficit, minus 100% of
such deficit, plus


(2)           100% of the aggregate net cash
proceeds and the fair market value, as determined in good faith by the Board of
Directors, of marketable securities or other property received by Parent since
immediately after the Bridge Closing Date (other than net cash proceeds to the
extent such net cash proceeds have been used to incur Indebtedness,
Disqualified Stock or preferred stock pursuant to Section 1011(b)(12) from the
issue or sale of


 


78

















 


(A)          Equity Interests of Parent, including
Retired Capital Stock (as defined below), but excluding cash proceeds and the
fair market value, as determined in good faith by the Board of Directors of
Parent, of marketable securities or other property received from the sale of


(x)            Equity Interests to
members of management, directors or consultants of Parent, any direct or
indirect parent company of Parent and Parent’s Subsidiaries after April 6, 2005
to the extent such amounts have been applied to Restricted Payments made in
accordance with Section 1010(b)(4) and


(y)           Designated Preferred Stock


and to the extent actually contributed to Parent, Equity
Interests of Parent’s direct or indirect parent companies (excluding
contributions of the proceeds from the sale of Designated Preferred Stock of
such corporations or contributions to the extent such amounts have been applied
to Restricted Payments made in accordance with Section 1010(b)(4)) or


(B)           debt securities of Parent that have
been converted into or exchanged for such Equity Interests of Parent;


provided, however, that
this clause (2) shall not include the proceeds from (A) Refunding Capital Stock
(as defined below), (B) Equity Interests or converted debt securities of Parent
sold to a Restricted Subsidiary or Parent, as the case may be, (C) Disqualified
Stock or debt securities that have been converted into Disqualified Stock or
(D) Excluded Contributions, plus


(3)           100% of the aggregate amount of cash
and the fair market value, as determined in good faith by the Board of
Directors of Parent, of marketable securities or other property contributed to
the capital of Parent following the Bridge Closing Date (other than net cash
proceeds to the extent such net cash proceeds have been used to incur
Indebtedness, Disqualified Stock or preferred stock pursuant to Section
1011(b)(12)) (other than by a Restricted Subsidiary and other than by any
Excluded Contributions), plus


(4)           to the extent not already included in
Consolidated Net Income, 100% of the aggregate amount received in cash and the
fair market value, as determined in good faith by the Board of Directors of
Parent, of marketable securities or other property received by means of


(A)          the sale or other disposition (other
than to Parent or a Restricted Subsidiary) of Restricted Investments made by
Parent and its Restricted Subsidiaries and repurchases and redemptions of 


 


79

















 


such
Restricted Investments from Parent and its Restricted Subsidiaries and
repayments of loans or advances which constitute Restricted Investments by
Parent and its Restricted Subsidiaries or


(B)           the sale (other than to Parent or a
Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a
distribution from an Unrestricted Subsidiary (other than in each case to the
extent the Investment in such Unrestricted Subsidiary was made by Parent or a
Restricted Subsidiary pursuant to clauses (7) or (10) of Section 1010(b) or to
the extent such Investment constituted a Permitted Investment) or a dividend
from an Unrestricted Subsidiary plus


(5)           in the case of the redesignation of
an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of
the Investment in such Unrestricted Subsidiary, as determined by the Board of
Directors of Parent in good faith or if, in the case of an Unrestricted
Subsidiary, such fair market value may exceed $25.0 million, in writing by an
independent investment banking firm of nationally recognized standing, at the
time of the redesignation of such Unrestricted Subsidiary as a Restricted
Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment
in such Unrestricted Subsidiary was made by Parent or a Restricted Subsidiary pursuant
to clauses (7) or (10) of the next succeeding paragraph or to the extent such
Investment constituted a Permitted Investment.


(b)           The foregoing provisions shall not prohibit:


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


(2)           (A)          the
redemption, repurchase, retirement or other
acquisition of any Equity Interests (“Retired
Capital Stock”) or Subordinated Indebtedness of Parent or the Company,
or any Equity Interests of any direct or indirect parent company of Parent, in
exchange for, or out of the proceeds of the substantially concurrent sale
(other than to a Restricted Subsidiary) of, Equity Interests of Parent or the
Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and


(B)           if immediately prior to the
retirement of Retired Capital Stock, the declaration and payment of dividends
thereon was permitted under clause (6) of this Section 1010(b), the declaration
and payment of dividends on the Refunding Capital Stock (other than Refunding
Capital Stock the proceeds of which were used to redeem, repurchase, retire or
otherwise acquire any Equity Interests of any direct or indirect parent company
of Parent) in an aggregate amount per year no greater than the aggregate amount
of dividends per annum that was declarable and payable on such Retired Capital
Stock immediately prior to such retirement;


 


80














 


(3)           the
redemption, repurchase or other acquisition or retirement of Subordinated
Indebtedness of Parent or the Company made by exchange for, or out of the
proceeds of the substantially concurrent sale of, new Indebtedness of Parent or
the Company which is incurred in compliance with Section 1011 so long as:


(A)          the principal amount of such new
Indebtedness does not exceed the principal amount of (or accreted value, if
applicable), plus any accrued and unpaid interest on the Subordinated
Indebtedness being so redeemed, repurchased, acquired or retired for value,
plus the amount of any reasonable premium required to be paid under the terms
of the instrument governing the Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired and any reasonable fees and expenses incurred
in connection with the issuance of such new Indebtedness,


(B)           such Indebtedness is subordinated to
the Notes or Parent’s Guarantee at least to the same extent as such
Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased,
acquired or retired for value,


(C)           such Indebtedness has a final
scheduled maturity date equal to or later than the final scheduled maturity
date of the Subordinated Indebtedness being so redeemed, repurchased, acquired
or retired and


(D)          such Indebtedness has a Weighted
Average Life to Maturity equal to or greater than the remaining Weighted
Average Life to Maturity of the Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired;


(4)           a
Restricted Payment to pay for the repurchase, retirement or other acquisition
or retirement for value of common Equity Interests of Parent or any of its
direct or indirect parent companies or the Company held by any future, present
or former employee, director or consultant of Parent, any of its Subsidiaries
or any of its direct or indirect parent companies pursuant to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement; provided, however,
that the aggregate Restricted Payments made under this clause (4) do not exceed
in any calendar year $25.0 million (with unused amounts in any calendar year
being carried over to succeeding calendar years subject to a maximum (without
giving effect to the following proviso) of $50.0 million in any calendar year);
provided further that such amount
in any calendar year may be increased by an amount not to exceed:


(A)          the cash proceeds from the sale of
Equity Interests of Parent or the Company and, to the extent contributed to
Parent, Equity Interests of any of Parent’s direct or indirect parent
companies, in each case to members of management, directors or consultants of
Parent, any of its Subsidiaries or any of its direct or indirect parent
companies that occurs after the Bridge Closing Date, to the extent the cash
proceeds from the sale of such Equity Interests have not otherwise been applied
to the payment of Restricted Payments by virtue of clause (C) of the preceding
paragraph; plus


 


81

















 


(B)           the cash proceeds of key man life
insurance policies received by Parent and its Restricted Subsidiaries after the
Bridge Closing Date less


(C)           the amount of any Restricted Payments
previously made pursuant to clauses (A) and (B) of this Section
1010(b)(4);


                                                and provided further that
cancellation of Indebtedness owing to Parent or the Company from members of
management of Parent or the Company, any of Parent’s direct or indirect parent
companies or any Restricted Subsidiary in connection with a repurchase of Equity
Interests of Parent or any of its direct or indirect parent companies shall not
be deemed to constitute a Restricted Payment for purposes of this covenant or
any other provision of this Indenture;


(5)           the declaration
and payment of dividends to holders of any class or series of Disqualified
Stock of Parent or any Restricted Subsidiary issued in accordance with Section
1011 to the extent such dividends are included in the definition of Fixed
Charges;


(6)           (A) 
the declaration and payment of dividends to holders of any class or
series of Designated Preferred Stock (other than Disqualified Stock) issued by
Parent or the Company after the Bridge Closing Date;


(B)           the declaration and payment of
dividends to a direct or indirect parent company of Parent, the proceeds of
which shall be used to fund the payment of dividends to holders of any class or
series of Designated Preferred Stock (other than Disqualified Stock) of such
parent corporation issued after the Bridge Closing Date, provided that the amount of dividends paid
pursuant to this clause (B) shall not exceed the aggregate amount of cash
actually contributed to Parent from the sale of such Designated Preferred
Stock; or


(C)           the declaration and payment of
dividends on Refunding Capital Stock in excess of the dividends declarable and
payable thereon pursuant to Section 1010(b)(2);


                                                provided, however, in
the case of each of (A), (B) and (C) of this clause (6), that for the most
recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date of issuance of such
Designated Preferred Stock or the declaration of such dividends on Refunding
Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, Parent and its Restricted
Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage
Ratio of at least 2.00 to 1.00;


(7)           Investments
in Unrestricted Subsidiaries having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (7) that are
at the time outstanding, without giving effect to the sale of an Unrestricted
Subsidiary to the extent the proceeds of such sale do not consist of cash or
marketable securities, not to exceed the greater of (i) $60.0 million and (ii) 2.0%
of Total Assets at the time of such Investment (with the fair market value of
each Investment being measured at the time made and without giving effect to
subsequent changes in value);


 


82

















 


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


(9)           the declaration
and payment of dividends on Parent’s Common Stock, following the first public
offering of Parent’s Common Stock or the common stock of any of its direct or
indirect parent companies after the Bridge Closing Date, of up to 6% per annum
of the net cash proceeds received by or contributed to Parent in or from any such
public offering, other than public offerings with respect to Parent’s common
stock registered on Form S-8 and other than any public sale constituting
an Excluded Contribution.


(10)         Investments
that are made with Excluded Contributions;


(11)         other Restricted Payments in an
aggregate amount not to exceed $50.0 million;


(12)         distributions or payments of
Receivables Fees;


(13)         any Restricted Payment used to fund the
Transaction and the fees and expenses related thereto or owed to Affiliates, in
each case to the extent permitted by Section 1013;


(14)         the repurchase, redemption or other
acquisition or retirement for value of any Subordinated Indebtedness pursuant
to Sections 1017 and 1018; provided
that all Notes tendered by holders of the Notes in connection with a Change of
Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value; and


(15)         the declaration and payment of
dividends by Parent or the Company to, or the making of loans to, any direct or
indirect parent in amounts required for any direct or indirect parent companies
to pay


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


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


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


 


83

















 


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


provided,
however, that at the time of, and after giving effect to, any Restricted
Payment permitted under clauses (5), (6) and (11) of this Section 1010(b), no
Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof.


(c)           As of the time of
issuance of the Notes, all of Parent’s Subsidiaries shall be Restricted
Subsidiaries. Parent shall not permit any Unrestricted Subsidiary to become a
Restricted Subsidiary except pursuant to the last sentence of the definition of
“Unrestricted Subsidiary” in Section 102 of this Indenture.  For purposes of designating any Restricted
Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Parent
and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary
so designated shall be deemed to be Restricted Payments in an amount determined
as set forth in the last sentence of the definition of “Investment.” Such
designation shall be permitted only if a Restricted Payment in such amount
would be permitted at such time, whether pursuant to Section 1010(a) or under
clauses (7), (10) or (11) of Section 1010(b), or pursuant to the definition of “Permitted
Investments,” and if such Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any
of the restrictive covenants set forth in this Indenture.


SECTION 1011.  Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock.  (a) 
The Parent shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise (collectively, “incur”
and collectively, an “incurrence”) with respect to any Indebtedness (including
Acquired Indebtedness, which Parent or the Restricted Subsidiaries can elect to
be incurred as additional Indebtedness under the Senior Credit Facilities) and
Parent shall not issue any shares of Disqualified Stock and shall not permit
any Restricted Subsidiary to issue any shares of Disqualified Stock or
preferred stock; provided, however,
that Parent may incur Indebtedness (including Acquired Indebtedness) or issue
shares of Disqualified Stock, and any Restricted Subsidiary may incur
Indebtedness (including Acquired Indebtedness), issue shares of Disqualified
Stock and issue shares of preferred stock, if the Fixed Charge Coverage Ratio
on a consolidated basis for Parent’s and the Restricted Subsidiaries’ most
recently ended four fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness
is incurred or such Disqualified Stock or preferred stock is issued would have
been at least 2.00 to 1.00, determined on a pro
forma basis (including a pro
forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Stock or
preferred stock had been issued, as the case may be, and the application of
proceeds therefrom had occurred at the beginning of such four-quarter
period; provided that the amount
of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and
preferred stock that may be incurred pursuant to the foregoing by Restricted
Subsidiaries that are not the Company or Guarantors of the Notes shall not
exceed $150.0 million at any one time outstanding.


(b)           The foregoing limitations shall not apply to:


 


84

















 


(1)           the incurrence of Indebtedness under Credit Facilities by Parent
or any of the Restricted Subsidiaries and the issuance and creation of letters
of credit and bankers’ acceptances thereunder (with letters of credit and
bankers’ acceptances being deemed to have a principal amount equal to the face
amount thereof), up to an aggregate principal amount of $1,825.0 million
outstanding at any one time; provided,
however, that the aggregate amount of Indebtedness incurred by
Restricted Subsidiaries (other than the Company or Guarantors) pursuant to this
clause (1) may not exceed $300 million outstanding at any one time;


(2)           the incurrence by Parent, the Company and any Guarantor of
Indebtedness represented by the Notes (including any Guarantee) (other than any
Additional Notes);


(3)           Existing Indebtedness (other than
Indebtedness described in clauses (1) and (2) above);


(4)           Indebtedness (including Capitalized
Lease Obligations), Disqualified Stock and preferred stock incurred by Parent
or any of its Restricted Subsidiaries, to finance the purchase, lease or
improvement of property (real or personal) or equipment that is used or useful
in a Similar Business, whether through the direct purchase of assets or the
Capital Stock of any Person owning such assets, in an aggregate principal
amount which, when aggregated with the principal amount of all other
Indebtedness, Disqualified Stock and preferred stock then outstanding and
incurred pursuant to this clause (4) and including all Refinancing Indebtedness
incurred to refund, refinance or replace any other Indebtedness, Disqualified
Stock and preferred stock incurred pursuant to this clause (4), does not exceed
the greater of (i) $200 million and (ii) 7.5% of Total Assets;


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


(6)           Indebtedness arising from agreements of Parent or a Restricted Subsidiary providing
for indemnification, adjustment of purchase price or similar obligations, in
each case, incurred or assumed in connection with the disposition of any
business, assets or a Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business, assets or
a Subsidiary for the purpose of financing such acquisition; provided, however, that


(A)          such Indebtedness is not reflected on
the balance sheet of Parent or any Restricted Subsidiary (contingent
obligations referred to in a footnote to financial statements and not otherwise
reflected on the balance sheet shall not be deemed to be reflected on such
balance sheet for purposes of this clause (6)(A)) and


 


85

















 


(B)           the maximum assumable liability in
respect of all such Indebtedness shall at no time exceed the gross proceeds
including noncash proceeds (the fair market value of such noncash proceeds
being measured at the time received and without giving effect to any subsequent
changes in value) actually received by Parent and the Restricted Subsidiaries
in connection with such disposition;


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


(8)           Indebtedness of a Restricted
Subsidiary to Parent or another Restricted Subsidiary; provided
that:


(A)          any such Indebtedness is made pursuant
to an intercompany note and


(B)           if a Guarantor incurs such Indebtedness
to a Restricted Subsidiary that is not the Company or a Guarantor, such
Indebtedness is subordinated in right of payment to the Guarantee of such
Guarantor;


provided further that any subsequent transfer of
any such Indebtedness (except to Parent or another Restricted Subsidiary) shall
be deemed, in each case to be an incurrence of such Indebtedness;


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


(10)         Hedging Obligations (excluding Hedging Obligations entered into for speculative
purposes) for the purpose of limiting interest rate risk, exchange rate risk
with respect to any Indebtedness permitted to be incurred pursuant to Section
1011 or commodity pricing risk;


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


(12)         Indebtedness, Disqualified Stock and preferred stock of Parent or any Restricted
Subsidiary not otherwise permitted hereunder in an aggregate principal amount
or liquidation preference, which when aggregated with the principal amount and
liquidation 


 


86

















 


preference
of all other Indebtedness, Disqualified Stock and preferred stock then
outstanding and incurred pursuant to this clause (12), does not at any one time
outstanding exceed the sum of (a) $175.0 million and (b) 100.0% of the net cash
proceeds received by Parent since immediately after the Bridge Closing Date
from the issue or sale of Equity Interests of Parent or cash contributed to the
capital of Parent (in each case, other than proceeds of Disqualified Stock or
sales of Equity Interests to Parent or any of its Subsidiaries) as determined
in accordance with clauses (c)(ii) and (c)(iii) of the first paragraph of
Section 1010 to the extent such net cash
proceeds or cash have not been applied pursuant to such clauses to make
Restricted Payments or to make other investments, payments or exchanges
pursuant to the second paragraph of Section 1010 or to make Permitted
Investments (other than Permitted Investments specified in clauses (1) and (3)
of the definition thereof) (it being understood that any Indebtedness,
Disqualified Stock or preferred stock incurred pursuant to this clause (12)
shall cease to be deemed incurred or outstanding for purposes of this clause
(12) but shall be deemed incurred for the purposes of the first paragraph of
this covenant from and after the first date on which Parent or such Restricted
Subsidiary could have incurred such Indebtedness, Disqualified Stock or
preferred stock under the first paragraph of Section 1011(a) without
reliance on this clause (12));


(13)         the incurrence by Parent or any
Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock
which serves to refund or refinance any Indebtedness, Disqualified Stock or
preferred stock incurred as permitted under the first paragraph of this
covenant and clauses (2) and (3) above, this clause (12) and clause (14) below
or any Indebtedness, Disqualified Stock or preferred stock issued to so refund
or refinance such Indebtedness, Disqualified Stock or preferred stock including
additional Indebtedness, Disqualified Stock or preferred stock incurred to pay
premiums (including reasonable tender premiums), defeasance costs and fees in
connection therewith (the “Refinancing
Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing
Indebtedness


(A)          has a Weighted Average Life to
Maturity at the time such Refinancing Indebtedness is incurred which is not
less than the remaining Weighted Average Life to Maturity of the Indebtedness,
Disqualified Stock or preferred stock being refunded or refinanced,


(B)           to the extent such Refinancing
Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Senior Subordinated
Notes or any Guarantee thereof of the Notes, such Refinancing Indebtedness is
subordinated or pari passu to the
Notes or such Guarantee at least to the same extent as the Indebtedness being
refinanced or refunded or (ii) Disqualified Stock or preferred stock, such
Refinancing Indebtedness must be Disqualified Stock or preferred stock,
respectively and


(C)           shall not include (i) Indebtedness,
Disqualified Stock or preferred stock of a Subsidiary that refinances
Indebtedness, Disqualified Stock or preferred stock of Parent, (ii)
Indebtedness, Disqualified 


 


87

















 


Stock or preferred stock of
a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or preferred stock of a Guarantor or (iii) Indebtedness, Disqualified
Stock or preferred stock of Parent or a Restricted Subsidiary that refinances
Indebtedness, Disqualified Stock or preferred stock of an Unrestricted
Subsidiary;


and provided further that subclause (a) of
this clause (13) shall not apply to any refunding or refinancing of any
Indebtedness outstanding under the Senior Credit Facilities;


(14)         Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by
Parent or any Restricted Subsidiary or merged into Parent or a Restricted
Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness,
Disqualified Stock or preferred stock is not incurred in contemplation of such
acquisition or merger; provided further
that after giving effect to such acquisition or merger, either


(A)          Parent would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the first sentence of this covenant or


(B)           the Fixed Charge Coverage Ratio of
Parent and the Restricted Subsidiaries is greater than immediately prior to
such acquisition or merger;


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


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


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


(B)           any guarantee by a Restricted
Subsidiary of Indebtedness of Parent, provided
that such guarantee is incurred in accordance with Section 1015.


(c)           For purposes of determining compliance with this Section
1011,


(1)           in the event that an item of Indebtedness, Disqualified Stock or preferred
stock meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or preferred stock described in clauses (1)
through (17) of this Section 1011(b) or is entitled to be incurred pursuant to
Section 1011(a), Parent, in its sole discretion, shall classify or reclassify
such item of Indebtedness, Disqualified Stock or preferred stock (or any
portion thereof) and shall only be required to include the amount and type of
such Indebtedness, Disqualified Stock or preferred stock in one of the above
clauses; provided that all
Indebtedness outstanding under the Credit Facilities after the 


 


88

















 


application
of the net proceeds from the sale of the Notes shall be treated as incurred on
the Bridge Closing Date under Section 1011(b)(1); and


(2)           at the time of incurrence, Parent shall be entitled to divide and classify an
item of Indebtedness in more than one of the types of Indebtedness described
above.


Accrual of interest, the accretion of accreted value and the
payment of interest in the form of additional Indebtedness, Disqualified Stock
or preferred stock shall not be deemed to be an incurrence of Indebtedness,
Disqualified Stock or preferred stock for purposes of this Section 1011.


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


(e)           The principal amount of
any Indebtedness incurred to refinance other Indebtedness, if incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness is denominated that is in effect on the date of such
refinancing.


SECTION 1012.  Liens.  Parent shall not, and shall not permit the
Company or any Guarantor to, directly or indirectly, create, incur, assume or
suffer to exist any Lien (except Permitted Liens) that secures obligations
under any Indebtedness ranking pari passu
with or subordinated to the applicable Notes or, if applicable, any related
Guarantee on any asset or property of Parent or the Company or any Guarantor,
or any income or profits therefrom, or assign or convey any right to receive
income therefrom, unless


(1)           in the case of Liens securing
Indebtedness subordinated to the applicable Notes or any related Guarantee, the
applicable Notes and any applicable Guarantees are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens; or


(2)           in all other cases, the Notes or the
applicable Guarantees are equally and ratably secured, except that the
foregoing shall not apply to:


(A)          (i) Liens securing the Notes and the
related Guarantees, if any, and (ii) Liens securing Senior Debt of Parent, the
Company or any Guarantor and any related guarantees of such Senior Debt; and


(B)           Permitted Liens.


 


89

















 


SECTION 1013.  Limitations
on Transactions with Affiliates. (a) 
Parent shall not, and shall not permit any Restricted Subsidiary to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent
(each of the foregoing, an “Affiliate Transaction”) involving aggregate
payments or consideration in excess of $5.0 million, unless


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


(2)           Parent delivers to the Trustee with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or consideration in excess of $10.0
million, a resolution adopted by the majority of the Board of Directors of
Parent approving such Affiliate Transaction and set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with
clause (1) above.


(b)           The foregoing provisions shall not apply to the following:


(1)           transactions between or among Parent
or any of the Restricted Subsidiaries;


(2)           Restricted Payments permitted by
Section 1010 and the definition of “Permitted Investments”;


(3)           the payment of management,
consulting, monitoring and advisory fees and related expenses to the Investors;


(4)           the payment of reasonable and
customary fees paid to, and indemnities provided on behalf of, officers,
directors, employees or consultants of Parent, any of its direct or indirect
parents or any Restricted Subsidiary;


(5)           transactions in which Parent or any
Restricted Subsidiary, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to
Parent or such Restricted Subsidiary from a financial point of view or meets
the requirements of Section 1013(a)(1);


(6)           any agreement as in effect as of the
Bridge Closing Date, or any amendment thereto (so long as any such amendment is
not disadvantageous to the Holders in any material respect as compared to the
applicable agreement as in effect on the Bridge Closing Date);


(7)           the existence of, or the performance
by Parent or any of its Restricted Subsidiaries of its obligations under the
terms of, any stockholders agreement (including any registration rights
agreement or purchase agreement related thereto) to which it is a party as of
the Bridge Closing Date and any similar agreements which it may enter into


 


90






 










thereafter; provided, however, that the existence of,
or the performance by Parent or any Restricted Subsidiary of obligations under
any future amendment to any such existing agreement or under any similar
agreement entered into after the Bridge Closing Date shall only be permitted by
this clause (7) to the extent that the terms of any such amendment or new
agreement are not otherwise disadvantageous to the Holders in any material
respect;


(8)           the Transactions and the payment of
all fees and expenses related to the Transaction, in each case as disclosed in
the Offering Memorandum;


(9)           transactions with customers, clients,
suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this
Indenture which are fair to Parent and the Restricted Subsidiaries, in the
reasonable determination of the Board of Directors of Parent or the senior
management thereof, or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party;


(10)         the issuance of Equity Interests (other
than Disqualified Stock) of Parent to any Permitted Holder or to any director,
officer, employee or consultant;


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


(12)         payments by Parent or any Restricted
Subsidiary to any of the Investors made for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking
activities, including, without limitation, in connection with acquisitions or
divestitures which payments are approved by a majority of the Board of
Directors of Parent in good faith;


(13)         payments or loans (or cancellation of
loans) to employees or consultants of Parent, any of its direct or indirect
parent companies or any Restricted Subsidiary and employment agreements, stock
option plans and other similar arrangements with such employees or consultants
which, in each case, are approved by a majority of the Board of Directors of
Parent in good faith; and


(14)         investments
by KKR Financial Corp. in securities of Parent or any Restricted Subsidiary so
long as (i) the investment is being offered generally to other investors on the
same or more favorable terms and (ii) the investment constitutes less than 5%
of the proposed or outstanding issue amount of such class of securities.


SECTION 1014.  Limitations
on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.  Parent shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any such Restricted Subsidiary to:


(a)           (1) pay dividends or make any other distributions to
Parent or any Restricted Subsidiary on its Capital Stock or with respect to any
other interest or participation in, 


 


91

















 


or measured by, its profits, or (2) pay any
Indebtedness owed to Parent or any Restricted Subsidiary;


(b)           make loans or advances to Parent or any Restricted
Subsidiary; or


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


(1)           contractual encumbrances or
restrictions in effect on the Bridge Closing Date, including, pursuant to the
Senior Credit Facilities and the related documentation;


(2)           this Indenture and the Notes;


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


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


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


(6)           contracts for the sale of assets,
including customary restrictions with respect to a Subsidiary pursuant to an
agreement that has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Subsidiary;


(7)           Secured Indebtedness otherwise
permitted to be incurred pursuant to Sections 1011 and 1012 that limit the
right of the debtor to dispose of the assets securing such Indebtedness;


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


(9)           other Indebtedness, Disqualified
Stock or preferred stock of Restricted Subsidiaries permitted to be incurred
subsequent to the Bridge Closing Date pursuant to Section 1011;


(10)         customary provisions in joint venture
agreements and other similar agreements;


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


 


92

















 


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


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


SECTION 1015.  Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries.  Parent shall not permit any Restricted
Subsidiary, other than the Company, a Guarantor or a special-purpose Restricted
Subsidiary formed in connection with Receivables Facilities, to guarantee the
payment of any Indebtedness of Parent, Company or any other Guarantor unless:


(1)           such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee by such Restricted Subsidiary, except that with
respect to a guarantee of Indebtedness of Parent, the Company, the Non-Issuing
Company or any Guarantor (A) if the Notes or such Guarantor’s Guarantee of the
Notes are subordinated in right of payment to such Indebtedness, the Guarantee
under the supplemental indenture shall be subordinated to such Restricted
Subsidiary’s guarantee with respect to such Indebtedness substantially to the
same extent as the Notes or such Guarantee, as applicable, are subordinated to
such Indebtedness under this Indenture and (B) if such Indebtedness is by its
express terms subordinated in right of payment to the Notes or Parent’s,
Non-Issuing Company’s or  such Guarantor’s
Guarantee of the Notes, any such guarantee of such Restricted Subsidiary with
respect to such Indebtedness shall be subordinated in right of payment to such
Restricted Subsidiary’s Guarantee with respect to the Notes substantially to
the same extent as such Indebtedness is subordinated to the Notes;


(2)           such Restricted Subsidiary waives and
shall not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights
against Parent or any other Restricted Subsidiary as a result of any payment by
such Restricted Subsidiary under its Guarantee; and


(3)           such Restricted Subsidiary shall
deliver to the Trustee an Opinion of Counsel to the effect that


(A)          such Guarantee has been duly executed
and authorized, and


(B)           such Guarantee constitutes a valid,
binding and enforceable obligation of such Restricted Subsidiary, except
insofar as enforcement thereof 


 


93

















 


may be limited by any
Bankruptcy Law (including without limitation all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is subject to general
principles of equity;


provided that this
Section 1015 shall not be applicable to any guarantee of any Restricted
Subsidiary that:


(1)           existed at the time such Person became a Restricted
Subsidiary and was not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary.


(2)           guarantees the payment of Obligations
of Parent, the Company or any Restricted Subsidiary under the Senior Credit
Facilities or any other Senior Indebtedness and any refunding, refinancing or
replacement there of, in whole or in part, provided
that such refunding, refinancing or replacement thereof constitutes Senior
Indebtedness and provided further
that any such Senior Indebtedness and any refunding, refinancing or replacement
thereof is not incurred pursuant to a registered offering of securities under
the Securities Act or a private placement of securities (including under
Rule 144A) pursuant to an exemption from the registration requirements of
the Securities Act, which private placement provides for registration rights
under the Securities Act.


SECTION 1016.  Limitation
on Layering.  Parent shall not, and
shall not permit the Company or any Guarantor to, directly or indirectly, incur
any Indebtedness (including Acquired Indebtedness) that is subordinate in right
of payment to any Senior Indebtedness of Parent, Company or any Guarantor, as
the case may be, unless such Indebtedness is either


(A)          equal in right of payment with the
Notes or Parent’s, the Company’s or such Guarantor’s Guarantee, as the case may
be, or


(B)           expressly subordinated in right of
payment to the Notes or Parent’s, the Company’s or such Subsidiary Guarantor’s
Guarantee, as the case may be.


SECTION 1017.  Change
of Control.  (a)  If a Change of Control occurs, the Company
shall make an offer to purchase all of the Notes of such series pursuant to the
offer described below (the “Change of
Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional
Interest, if any, to the date of purchase, subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date. Within 30 days following any Change of Control, the
Company shall send notice of such Change of Control Offer by first class mail,
with a copy to the Trustee, to each Holder of Notes to the address of such
Holder appearing in the security register with a copy to the Trustee, with the
following information:


(1)           a Change of Control Offer is being
made pursuant to the covenant entitled “Change of Control,” and that all Notes
properly tendered pursuant to such Change of Control Offer shall be accepted
for payment by the Company;


 


94

















 


(2)           that the purchase price and the
purchase date, which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed (the “Change of Control Payment Date”);


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


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


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


(6)           that Holders shall be entitled to
withdraw their tendered Notes and their election to require the Company to
purchase such Notes, provided
that the Paying Agent receives, not later than the close of business on the 30th
day following the date of the Change of Control notice, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder of the
Notes, the principal amount of Notes tendered for purchase, and a statement
that such Holder is withdrawing his tendered Notes and his election to have
such Notes purchased;


(7)           that if the Company is redeeming less
than all of the Notes issued by it, the Holders whose Notes are being purchased
only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered which unpurchased portion must be equal to
$1,000 or an integral multiple thereof; and


(8)           the other instructions, as determined
by us, consistent with the covenant described hereunder, that a Holder must
follow.


(b)           While the Notes are in global form and the Company makes
an offer to purchase all of the Notes pursuant to the Change of Control Offer,
a Holder may exercise its option to elect for the purchase of the Notes through
the facilities of DTC, subject to its rules and regulations.


(c)           The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the
repurchase of the Notes pursuant to a Change of Control Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached their
obligations described in this Indenture by virtue thereof.


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


 


95

















 


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


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


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


(e)           The Paying Agent shall promptly mail to each Holder of the
Notes the Change of Control Payment for the Notes, and the Trustee shall
promptly authenticate and deposit with DTC a new Global Note adjusted to
reflect the unpurchased portion of the Notes surrendered, if any. The Company
shall publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date.


(f)            The Company shall not be required to make a Change of
Control Offer following a Change of Control if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with
the requirements set forth in this Indenture applicable to a Change of Control
Offer made by the Company and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. Notwithstanding anything to the
contrary herein, a Change of Control Offer may be made in advance of a Change
of Control, conditional upon such Change of Control, if a definitive agreement
is in place for the Change of Control at the time of making of the Change of
Control Offer.


SECTION 1018.  Asset
Sales.  (a)  The Parent and the Company shall not, and
shall not permit any Restricted Subsidiary controlled by it to, cause, make or
suffer to exist an Asset Sale, unless:


(1)           Parent, the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the
fair market value (as determined in good faith by the Board of Directors of the
Company) of the assets sold or otherwise disposed of and


(2)           except
in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by Parent, the Company or such Restricted Subsidiary, as the
case may be, is in the form of cash or Cash Equivalents; provided that the amount of


(A)          any liabilities (as shown on Parent’s,
the Company’s, or such Restricted Subsidiary’s most recent balance sheet or in
the footnotes thereto) of Parent, the Company or such Restricted Subsidiary,
other than liabilities that are by their terms subordinated to the Notes, that
are assumed by the transferee of any such assets and for which Parent, the
Company and all Restricted Subsidiaries have been validly released by all
creditors in writing,


(B)           any securities received by Parent,
the Company or such Restricted Subsidiary from such transferee that are
converted by Parent, the Company or 


 


96

















 


such Restricted Subsidiary
into cash (to the extent of the cash received) within 180 days following the
closing of such Asset Sale and


(C)           any Designated Noncash Consideration
received by Parent, the Company or such Restricted Subsidiary in such Asset
Sale having an aggregate fair market value, taken together with all other Designated
Noncash Consideration received pursuant to this clause (c) that is at that
time outstanding, not to exceed the greater of (x) $150.0 million and
(y) 5.0% of Total Assets at the time of the receipt of such Designated
Noncash Consideration, with the fair market value of each item of Designated
Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value,


shall
be deemed to be cash for purposes of this provision and for no other purpose.


(b)           Within 365 days after
the receipt of any Net Proceeds of any Asset Sale, Parent, the Company or such
Restricted Subsidiary, at its option, may apply the Net Proceeds from such
Asset Sale.


(1)           to permanently reduce:


(A)          Obligations under the Senior Credit
Facilities, and to correspondingly reduce commitments with respect thereto,


(B)           Obligations under other Senior
Indebtedness (and to correspondingly reduce commitments with respect thereto)
or Senior Subordinated Indebtedness, provided
that if the Company shall so reduce Obligations under Senior Subordinated
Indebtedness, it shall equally and ratably reduce Obligations under the Notes
if the Notes are then prepayable or, if the Notes may not then be prepaid, the
Company shall make an offer (in accordance with the procedures set forth below
for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the
principal amount thereof, plus the amount of accrued but unpaid interest, if
any, on the amount of Notes that would otherwise be prepaid, or


(C)           Indebtedness of a Restricted
Subsidiary which is not a guarantor, other than Indebtedness owed to Parent,
the Company or another Restricted Subsidiary (but only to the extent such Net
Proceeds from such Asset Sale are from an Asset Sale of or affecting such Restricted
Subsidiary which is not a guarantor),


(2)           to
an investment in (a) any one or more businesses, provided that such investment in any business is in the form
of the acquisition of Capital Stock and results in Parent or Company or another
Restricted Subsidiary, as the case may be, owning an amount of the Capital
Stock of such business such that it constitutes a Restricted Subsidiary, (b)
capital expenditures or (c) acquisitions of other assets, in each of (a), (b)
and (c), used or useful in a Similar Business, or


 


97

















 


(3)           to
an investment in (a) any one or more businesses, provided that such investment in any business is in the form
of the acquisition of Capital Stock and results in Parent or the Company or another
Restricted Subsidiary, as the case may be, owning an amount of the Capital
Stock of such business such that it constitutes a Restricted Subsidiary, (b)
properties or (c) acquisitions of other assets that, in each of (a), (b) and
(c) replace the businesses, properties and assets that are the subject of such
Asset Sale;


provided, that in the case of clauses (2) and (3) above, a
binding commitment shall be treated as a permitted application of the Net
Proceeds from the date of such commitment so long as Parent or Company or such
other Restricted Subsidiary enters into such commitment with the good faith
expectation that such Net Proceeds shall be applied to satisfy such commitment
(an “Acceptable Commitment”)
and, in the event any Acceptable Commitment is later canceled or terminated for
any reason before such Net Proceeds are so applied, the Company or such other
Restricted Subsidiary enters into another Acceptable Commitment within nine
months of such cancellation or termination.


(c)           Any Net Proceeds from
the Asset Sale that are not invested or applied as provided and within the time
period set forth in Section1018(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $20.0 million, the Company (or, in the
case of an Asset Sale by Parent, the Company designated by Parent) shall make
an offer to all Holders of the Notes issued by it and the Notes of the other
Company, and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the
holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal
amount of Notes issued by it, the Notes of the other Company and such Pari
Passu Indebtedness, that is an integral multiple of $1,000 that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
and Additional Interest, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in this Indenture. The
Company shall commence an Asset Sale Offer with respect to Excess Proceeds
within ten business days after the date that Excess Proceeds exceeds
$20.0 million by mailing the notice required pursuant to the terms of this
Indenture, with a copy to the Trustee.


(d)           To the extent that the
aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes, subject to the other
provisions of this Indenture. If the aggregate principal amount of Notes or the
Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu
Indebtedness to be purchased on a pro rata basis based on the accreted value or
principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon
completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.


(e)           Pending the final
application of any Net Proceeds pursuant to this Section 1018, the holder of
such Net Proceeds may apply such Net Proceeds temporarily to reduce
Indebtedness outstanding under a revolving credit facility or otherwise invest
such Net Proceeds in any manner not prohibited by this Indenture.


 


98

















 


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


(g)           If less than all of the Notes or such Senior Subordinated
Indebtedness of the Company are to be redeemed at any time, the Trustee shall select the Notes to be redeemed
on a pro rata basis to the extent practicable, provided
that no Notes of $1,000 or less shall be purchased or redeemed in part.


(h)           Notices of purchase or
redemption shall be mailed by first class mail, postage prepaid, at least 30
but not more than 60 days before the purchase or redemption date to each Holder
of Notes to be purchased or redeemed at such Holder’s registered address,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture. If any Note is to be
purchased or redeemed in part only, any notice of purchase or redemption that
relates to such Note shall state the portion of the principal amount thereof
that has been or is to be purchased or redeemed.


(i)            A new Note in principal amount equal to the unredeemed
portion of any Note redeemed in part shall be issued in the name of the Holder
thereof upon cancellation of the original Note. On and after the redemption
date, interest shall cease to accrue on Notes or portions thereof called for
redemption.


SECTION 1019.  Additional
Interest Notice.  In the event that
the Company is required to pay Additional Interest to Holders of Notes pursuant
to the Registration Rights Agreement, the Company shall provide written notice
(“Additional Interest Notice”) to the Trustee of its obligation to pay
Additional Interest no later than fifteen days prior to the proposed payment
date for the Additional Interest, and the Additional Interest Notice shall set
forth the amount of Additional Interest to be paid by the Company on such
payment date. The Trustee shall not at any time be under any duty or
responsibility to any Holder of Notes to determine the Additional Interest, or
with respect to the nature, extent, or calculation of the amount of Additional
Interest owed, or with respect to the method employed in such calculation of
the Additional Interest.


SECTION 1020.  Suspension
of Covenants.  (a)  During any period of time that: (1) the
Notes have Investment Grade Ratings from both Rating Agencies and (2) no
Default or Event of Default has occurred and is continuing under this Indenture
(the occurrence of the events described in the foregoing clauses (1) and
(2) being collectively referred to as a “Covenant Suspension Event”),
Parent and its Restricted Subsidiaries shall not be subject to the following
provisions of this Indenture:


(A)          clause (a)(4) of Section 801;


 


99

















 


(B)           Section 1010;


(C)           Section 1011;


(D)          Section 1013;


(E)           Section 1014;


(F)           Section 1015;


(G)           Section 1016; and


(H)          Section 1018;


(collectively, the “Suspended
Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of
Excess Proceeds from Net Proceeds shall be set at zero. In addition, the
Guarantees of the Parent, the Non-Issuing Company and the Guarantors shall also
be suspended as of such date (the “Suspension Date”). In the event that Parent
and its Restricted Subsidiaries are not subject to the Suspended Covenants for
any period of time as a result of the foregoing, and on any subsequent date
(the “Reversion Date”) one or both of the Rating Agencies withdraws its
Investment Grade Rating or downgrades the rating assigned to the Notes below an
Investment Grade Rating or a Default or Event of Default occurs and is
continuing, then Parent and its Restricted Subsidiaries shall thereafter again
be subject to the Suspended Covenants with respect to future events and the
Guarantees shall be reinstated. The period of time between the Suspension Date
and the Reversion Date is referred to in this description as the “Suspension
Period”. Notwithstanding that the Suspended Covenants may be reinstated, no
Default or Event of Default shall be deemed to have occurred as a result of a
failure to comply with the Suspended Covenants during the Suspension Period (or
upon termination of the Suspension Period or after that time based solely on
events that occurred during the Suspension Period).


(b)           On the Reversion Date, all Indebtedness incurred, or
Disqualified Stock issued, during the Suspension Period shall be classified to
have been incurred or issued pursuant to Sections 1011(a) or 1011(b) (in each
case, to the extent such Indebtedness or Disqualified Stock would be permitted
to be incurred or issued thereunder as of the Reversion Date and after giving
effect to Indebtedness incurred or issued prior to the Suspension Period and
outstanding on the Reversion Date). To the extent such Indebtedness or
Disqualified Stock would not be so permitted to be incurred or issued pursuant
to Section 1011(a) or 1011(b), such Indebtedness or Disqualified Stock shall be
deemed to have been outstanding on the Bridge Closing Date, so that it is
classified as permitted under Section 1011(b)(3). Calculations made after the
Reversion Date of the amount available to be made as Restricted Payments under
Section 1010 shall be made as though Section 1010 had been in effect since the
Bridge Closing Date and throughout the Suspension Period. Accordingly,
Restricted Payments made during the Suspension Period shall reduce the amount
available to be made as Restricted Payments under 1010(a).


(c)           The Company shall give the Trustee prompt (and in any
event not later than five business days after a Covenant Suspension Event)
written notice of any Covenant


 


100






 










 


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


SECTION 1021.  Additional
Amounts.  If the Company is required
to make any withholding or deduction for or on account of any Canadian taxes
from any payment made under or with respect to the Notes, the Company will pay
such additional amounts (“Additional Amounts”) as may be necessary so that the
net amount received by each Holder of Notes (including Additional Amounts) will
not be less than the amount the Holder would have received had such Canadian
taxes not been withheld or deducted; provided that
no Additional Amounts will be payable with respect to a payment made to a
Holder or beneficial owner of the Notes to the extent that Canadian taxes are
imposed or levied in respect of the payment: (a) due to the fact that the
Company does not deal at arm’s length (within the meaning set out in the Income
Tax Act (Canada)) with the Holder or beneficial owner at the time of making
such payment; (b) by reason of the Holder or beneficial owner being a citizen
or resident of Canada, carrying on business (or having a permanent
establishment) in Canada, or otherwise having a present or former connection
with Canada otherwise than by the mere holding of the Notes or the receipt of
payments thereunder; or (c) because the Holder or beneficial owner failed to
duly and timely comply with a reasonable request by the Company to provide
accurate information, documents or other evidence concerning such Holder or
beneficial owner’s nationality, residence, identity or connection with Canada
if and to the extent that due and timely compliance with the request would have
reduced or eliminated any Canadian taxes as to which Additional Amounts would
have otherwise been payable to such Holder or beneficial owner but for this
paragraph.


In
addition, the Company’s obligation to pay Additional Amounts will not apply
with respect to,


(a)           any estate, inheritance, gift, sales, transfer, personal
property or similar Canadian taxes,


(b)           any Canadian tax which is payable otherwise than by
deduction or withholding from payments made under or with respect to the Notes,


(c)           Canadian taxes imposed on or with respect to any payment
by the Company to the Holder if such Holder is a fiduciary or partnership or
person other than the sole beneficial owner of such payment to the extent that
Canadian taxes would not have been imposed on such Holder had such Holder been
the sole beneficial owner of such Notes, or


(d)           any combination of the above.


Such
Additional Amounts will also not be payable where, had the beneficial owner of
the Note been the Holder, it would not have been entitled to payment of
Additional Amounts by reason of clauses (a) through (d) above.


 


101

















 


SECTION 1022.  Judgment
Currency.  The obligations of the
Company or any Guarantor hereunder or under any Note to make payments in Canadian
dollars (the “Obligation Currency”) shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Person entitled to
such payment of the Obligation Currency expressed to be payable thereto.  If, for the purpose of obtaining or enforcing
judgment against the Company, Parent, the Non-Issuing Company or such Guarantor,
it becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the “Judgment
Currency”) an amount due in the Obligation Currency, the conversion shall be
made, at the rate of exchange prevailing, in each case, as of the date
immediately preceding the day on which the judgment is given (such Business Day
being hereinafter referred to as the “Judgment Currency Conversion Date”). If
there is a change in the rate of exchange prevailing between the Judgment
Currency Conversion Date and the date of actual payment of the amount due, the
Company covenants and agreed to pay, or cause to be paid, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to
ensure that the amount paid in the Judgment Currency, when converted at the
rate of exchange prevailing on the date of payment, will produce the amount of
the Obligation Currency which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award at the rate of
exchange prevailing on the Judgment Currency Conversion Date.  For purposes of determining the prevailing
rate of exchange, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency.]


ARTICLE
ELEVEN



REDEMPTION OF NOTES


SECTION 1101.  Right
of Redemption.  Except as set forth
in this Section 1101 or in Section 1102, the Company will not be entitled to
redeem Notes.   The Company shall not
offer to redeem the Notes unless the Non-Issuing Company concurrently offers to
redeem a pro rata amount of its Senior Subordinated Notes due 2015 and unless
the Company and the Non-Issuing Company concurrently offers to prepay a pro
rata amount of its then outstanding Loans.


At any time prior to April
6, 2010, the Company may redeem all or a part of the Notes, upon not less than
30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the
principal amount of Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date, subject to the rights of Holders on the relevant Record Date to receive
interest due on the relevant Interest Payment Date.


On and after April 6, 2010,
the Company may redeem the Notes, in whole or in part, upon not less than 30
nor more than 60 days’ prior notice by first class mail, postage prepaid, with
a copy to the Trustee, to each Holder of Notes to the address of such Holder
appearing in the Note Register at par plus accrued interest plus a premium
equal to one half of the coupon on such Notes, which premium shall decline
ratably on each subsequent anniversary of the Bridge Closing Date to zero on
the date that is one year prior to the Final Maturity of the Notes.


 


102

















 


In addition, until April 6,
2008, the Company may, at its option, redeem up to 35% of the aggregate
principal amount of the Notes issued by it under this Indenture at a redemption
price equal to par plus the coupon on such Notes, subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date, with the net cash proceeds of one or more
Equity Offerings of the Company or any direct or indirect parent of the Company
to the extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of
the aggregate principal amount of Notes originally issued under this Indenture
and any Additional Notes remains outstanding immediately after the occurrence
of each such redemption; provided further that
each such redemption occurs within 90 days of the date of closing of each
such Equity Offering.


The Trustee shall select the
Notes to be purchased in the manner described under Section 1105.


SECTION 1102.  Redemption
for Changes in Withholding Taxes. 
The Company (including any Successor Company) is entitled to redeem
Notes issued by it, at its option, at any time as a whole but not in part, upon
not less than 30 nor more than 60 days’ notice, at 100% of the principal amount
thereof, plus accrued and unpaid interest (if any) to the Redemption Date
(subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date), in the event that
the Non-Issuing Company or any successor has become or would become obligated
to pay, on the next date on which any amount would be payable with respect to
such Notes issued by it, any Additional Amounts (“Additional Amounts”, as
defined in Section 1021 of the Form of Exchange Indenture (Canada)) with
respect to such Notes as a result of:


(1)                                  a change in or
an amendment to the laws (including any regulations promulgated thereunder and
including any treaty to which the Company or the Non-Issuing Company is a
party) of Canada or any political subdivision or any authority or agency
therein or thereof having power to tax, or of or within any other jurisdiction
in which the Company or the Non-Issuing Company is organized or is otherwise
resident for tax purposes or any other jurisdiction from or through which
payment is made (each a “Relevant
Taxing Jurisdiction”); or


(2)                                any change in
or amendment to any official position regarding the application or
interpretation of such laws or regulations, including a decision of any court
or tribunal, which change or amendment is announced or becomes effective on or
after the Bridge Closing Date (and, in the case of a successor, after the date
of the successor’s assumption of the Obligations of the Company or the
Non-Issuing Company) and the Non-Issuing Company (or the Successor Company)
cannot avoid such obligation by taking reasonable measures available to it.


Such redemption shall also
be permitted if the Non-Issuing Company determines that, as a result of any
action taken by any legislative body of, taxing authority of, or any action
brought in a court of competent jurisdiction, in a Relevant Taxing Jurisdiction,
which action is taken or brought on or after the Bridge Closing Date (or, in
the case of a successor, after the date of the successor’s assumption of the
Obligations of the Company or the Non-Issuing Company),


 


103

















 


there
is a substantial probability that the Non-Issuing Company would be required to
pay Additional Amounts.


Before the Company (or the
successor) publishes or mails notice of redemption of any Notes issued by it as
described above, the Company (or the Successor Company) will deliver to the
Trustee an Officers’ Certificate to the effect that the Non-Issuing Company (or
the successor entity) cannot avoid its obligation to pay Additional Amounts by
taking reasonable measures available to it. The Company (or the successor
entity) will also deliver an opinion of independent legal counsel or auditors
of recognized standing stating that the Company (or the Successor Company)
would be entitled to exercise its right of redemption hereunder.


SECTION 1103.   Applicability
of Article.  Redemption of Notes at
the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision
and this Article.


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


SECTION 1105.  Selection
by Trustee of Notes to Be Redeemed. 
If less than all of the Notes or such Senior Subordinated Indebtedness
of the Company are to be redeemed at any time, selection of such Notes for
redemption will be made by the Trustee on a pro rata basis to the extent
practicable; provided that no notes of $1,000
or less shall be purchased or redeemed in part.


Notices of purchase or
redemption shall be mailed by first class mail, postage prepaid, at least 30
but not more than 60 days before the purchase or redemption date to each Holder
of Notes to be purchased or redeemed at such Holder’s registered address,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture. If any Note is to be
purchased or redeemed in part only, any notice of purchase or redemption that
relates to such Note shall state the portion of the principal amount thereof
that has been or is to be purchased or redeemed.


A new Note in principal
amount equal to the unpurchased or unredeemed portion of any Note purchased or
redeemed in part will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the purchase or Redemption
Date, unless the Company defaults in payment of the purchase or Redemption
Price, interest shall cease to accrue on Notes or portions thereof purchased or
called for redemption.


SECTION 1106.  Notice
of Redemption.  Notice of redemption
shall be given in the manner provided for in Section 107 not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder to be
redeemed.


 


104

















 


All
notices of redemption shall state:


(1)           the Redemption Date,


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


(3)           if less than all Outstanding Notes
are to be redeemed, the identification (and, in the case of a partial
redemption, the principal amounts) of the particular Notes to be redeemed,


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


(5)           that on the Redemption Date the
Redemption Price (and accrued interest, if any, to the Redemption Date payable
as provided in Section 1107) will become due and payable upon each such
Note, or the portion thereof, to be redeemed, and that interest thereon will
cease to accrue on and after said date,


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


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


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


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


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


Notice of redemption of
Notes to be redeemed at the election of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.


SECTION 1107.  Deposit
of Redemption Price.  Prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay
the Redemption Price of, and accrued interest and Additional Interest, if any,
on, all the Notes which are to be redeemed on that date.


SECTION 1108.  Notes
Payable on Redemption Date.  Notice
of redemption having been given as aforesaid, the Notes so to be redeemed
shall, on the Redemption Date,


 


105

















 


become
due and payable at the Redemption Price therein specified (together with
accrued interest and Additional Interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Notes shall cease to bear
interest.  Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Company at the Redemption Price, together with accrued interest and
Additional Interest, if any, to the Redemption Date and such Notes shall be
canceled by the Trustee; provided, however,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Notes, or one or more
Predecessor Notes, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 306.


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


SECTION 1109.  Notes
Redeemed in Part.  Any Note which is
to be redeemed only in part (pursuant to the provisions of this Article) shall
be surrendered at the office or agency of the Company maintained for such
purpose pursuant to Section 1002 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Note so
surrendered.


ARTICLE
TWELVE



GUARANTEES


SECTION 1201.  Guarantees.  Each of Parent, the Non-Issuing Company and
each Guarantor hereby jointly and severally, irrevocably and unconditionally
guarantees the Notes and obligations of the Company hereunder and thereunder,
and guarantees to each Holder of a Note authenticated and delivered by the
Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1)
the principal of (and premium, if any) and interest on, or Additional Interest
in respect of, the Notes will be paid in full when due, whether at Stated
Maturity, by acceleration or otherwise (including the amount that would become
due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Law), together with interest on the overdue principal, if any, and
interest on any overdue interest, to the extent lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be paid in full or performed, all in accordance with the terms
hereof and thereof; and (2) in case of any extension of time of payment or
renewal of any Notes or of any such other obligations, the same shall be paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise, subject,
however, in the case of clauses (1) and (2) above, to the limitation set forth
in Section 1205 hereof.


 


106

















 


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


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


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


 


107

















 


shall
forthwith become due and payable by Parent, the Non-Issuing Company and each
Guarantor for the purpose of the Guarantee of such Person.


Each Guarantee shall remain
in full force and effect and continue to be effective should any petition be
filed by or against the Company for liquidation, reorganization, should the
Company become insolvent or make an assignment for the benefit of creditors or
should a receiver or trustee be appointed for all or any significant part of
the Company’s assets, and shall, to the fullest extent permitted by law,
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Notes are, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee
on the Notes, whether as a “voidable preference”, “fraudulent transfer” or
otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.


SECTION 1202.  Severability.  In case any provision of any Guarantee shall
be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby to the extent permitted by applicable law.


SECTION 1203.  Restricted
Subsidiaries.  The Company shall cause
any Restricted Subsidiary required to guarantee payment of the Notes pursuant
to the terms and provisions of Section 1015 to (1) execute and deliver to the
Trustee any amendment or supplement to this Indenture in accordance with the
provisions of Article Nine of this Indenture pursuant to which such Restricted
Subsidiary shall guarantee all of the obligations on the Notes, whether for
principal, premium, if any, interest (including interest accruing after the
filing of, or which would have accrued but for the filing of, a petition by or
against the Company under any Bankruptcy Law, whether or not such interest is
allowed as a claim after such filing in any proceeding under such law) and
other amounts due in connection therewith (including any fees, expenses and
indemnities), on an unsecured senior subordinated basis and (2) deliver to such
Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the
effect that such amendment or supplement has been duly executed and delivered
by such Restricted Subsidiary and is in compliance with the terms of this
Indenture.  Upon the execution of any
such amendment or supplement, the obligations of Parent, the Non-Issuing
Company and the Guarantors and any such Restricted Subsidiary under their
respective Guarantees shall become joint and several and each reference to the “Guarantor”
in this Indenture shall, subject to Section 1208, be deemed to refer to all
Guarantors, including such Restricted Subsidiary.  Such Guarantee shall be released in
accordance with Section 803 and Section 1209.


SECTION 1204.  Subordination
of Guarantees.  The Guarantee issued
by Parent, the Non-Issuing Company and any Guarantor shall be unsecured senior
subordinated obligations of such Person, ranking pari passu with all other existing
and future Senior Subordinated Indebtedness of such Person, if any.  The Indebtedness evidenced by such Guarantee
shall be subordinated on the same basis to Senior Indebtedness of Parent, the
Non-Issuing Company and such Guarantor as the Notes are subordinated to Senior
Indebtedness under Article Fourteen.


 


108

















 


SECTION 1205.  Limitation
of Guarantors’ Liability.  Each of
Parent, the Non-Issuing Company and each Guarantor and by its acceptance hereof
each Holder confirms that it is the intention of all such parties that the
guarantee by each such Person pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law or the provisions of its local law relating to
fraudulent transfer or conveyance.  To
effectuate the foregoing intention, the Holders and each of Parent, the
Non-Issuing Company and each such Guarantor hereby irrevocably agree that the
obligations of such Person under its Guarantee shall be limited to the maximum
amount that will not, after giving effect to all other contingent and fixed
liabilities of such Person and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to this
Section 1205, result in the obligations of Parent, the Non-Issuing Company and
such Guarantor under its Guarantee constituting such fraudulent transfer or
conveyance.


SECTION 1206.  Contribution.  In order to provide for just and equitable
contribution among Parent, the Non-Issuing Company and the Guarantors, Parent,
the Non-Issuing Company and the Guarantors agree, inter se,
that in the event any payment or distribution is made by Parent, the
Non-Issuing Company or any Guarantor (a “Funding Guarantor”) under a Guarantee,
such Funding Guarantor shall be entitled to a contribution from Parent, the
Non-Issuing Company and all other Guarantors in a pro rata
amount based on the Adjusted Net Assets (as defined below) of each of Parent,
the Non-Issuing Company and each Guarantor (including the Funding Guarantor)
for all payments, damages and expenses incurred by that Funding Guarantor in
discharging the Company’s obligations with respect to the Notes or any other
obligations of Parent, the Non-Issuing Company or any Guarantor with respect to
the Guarantee of such Person.  For the
purposes of this Article Twelve, the “Adjusted Net Assets” of such Person at
any date shall mean the lesser of (1) the amount by which the fair value of the
property of such Person exceeds the total amount of liabilities, including
contingent liabilities (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), but excluding liabilities under
the Guarantee of such Person at such date and (2) the amount by which the
present fair salable value of the assets of such Person at such date exceeds
the amount that will be required to pay the probable liability of such Person
on its debts (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date), excluding debt in respect of the Guarantee
of such Person, as they become absolute and matured.


SECTION 1207.  Subrogation.  Parent, the Non-Issuing Company and each
Guarantor shall be subrogated to all rights of Holders against the Company in
respect of any amounts paid by Parent, the Non-Issuing Company or any Guarantor
pursuant to the provisions of Section 1201; provided, however,
that, if an Event of Default has occurred and is continuing, none of Parent,
the Non-Issuing Company or any Guarantor shall be entitled to enforce or
receive any payments arising out of, or based upon, such right of subrogation
until all amounts then due and payable by the Company under this Indenture or
the Notes shall have been paid in full.


SECTION 1208.  Reinstatement.  Each of Parent, the Non-Issuing Company and
each Guarantor hereby agrees (and each Person who becomes a Guarantor shall
agree) that the Guarantee provided for in Section 1201 shall continue to be
effective or be reinstated, as the case


 


109

















 


may
be, if at any time, payment, or any part thereof, of any obligations or
interest thereon is rescinded or must otherwise be restored by a Holder to the
Company upon the bankruptcy or insolvency of the Company or any Guarantor.


SECTION 1209.  Release
of a Guarantor.  Any Guarantee of the
Notes shall be automatically and unconditionally released and discharged upon:


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


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


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


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


(2)           such Guarantor has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to such transaction have
been complied with.


SECTION 1210.  Benefits
Acknowledged.  Each of Parent, the
Non-Issuing Company and each Guarantor acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated by this
Indenture and from its guarantee and waivers pursuant to its Guarantees under
this Article Twelve.


ARTICLE
THIRTEEN



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301.  Company’s
Option to Effect Legal Defeasance or Covenant Defeasance.  The Company may, at its option by Board
Resolution, at any time, with respect to the Notes, elect to have either
Section 1302 or Section 1303 be applied to all Outstanding Notes upon
compliance with the conditions set forth below in this Article Thirteen.


SECTION 1302.  Legal
Defeasance and Discharge.  Upon the
Company’s exercise under Section 1301 of the option applicable to this
Section 1302, each of the Company, Parent, the Non-Issuing Company and the
Guarantors shall be deemed to have been discharged from its respective
obligations with respect to all Outstanding Notes on the date the conditions
set forth in Section 1304 are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, such


 


110














Legal
Defeasance means that each of the Company, Parent and the Guarantors shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only
for the purposes of Section 1305 and the other Sections of this Indenture
referred to in (1) and (2) below, and to have satisfied all its other
obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights
of Holders of Outstanding Notes to receive payments in respect of the principal
of and premium, if any, and interest on such Notes when such payments are due
solely out of the trust described in Section 1304, (2) the Company’s
obligations with respect to such Notes under Sections 303, 304, 305, 1002 and
1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and the obligations of each of the Company, Parent and the
Guarantors in connection therewith and (4) this
Article Thirteen.  Subject to
compliance with this Article Thirteen, the Company may exercise its option
under this Section 1302 notwithstanding the prior exercise of its option
under Section 1303 with respect to the Notes.


SECTION 1303.  Covenant
Defeasance.  Upon
the Company’s exercise under Section 1301 of the option applicable to this
Section 1303, each of the Company and the Guarantors shall be released
from its respective obligations under any covenant contained in
Sections 801, 802 and in Sections 1005, 1006, 1007 and 1009 through
and including 1018 with respect to the Outstanding Notes on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes shall thereafter be deemed not to be “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “Outstanding” for all other purposes
hereunder.  For this purpose, such
Covenant Defeasance means that, with respect to the Outstanding Notes, the
Company or any Guarantor, as applicable, may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Sections 501(3), 501(4), 501(5), 501(6), 501(7) and 501(9) and, with
respect to only any Significant Subsidiary and not the Company, Section 501(8),
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. 
Notwithstanding the foregoing, if the Company exercises its Covenant
Defeasance option under this Section 1303 with respect to the Notes, the
Company’s obligations under Sections 1102, 1017 and 1018 shall only terminate
upon the Non-Issuing Company’s exercising its Covenant Defeasance option under
the Non-Issuing Company Notes.


SECTION 1304.  Conditions
to Legal Defeasance or Covenant Defeasance. 
The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Notes:


(1)           The Company shall irrevocably have
deposited with the Trustee (or another trustee satisfying the requirements of
Section 608 who shall agree to comply with the provisions of this
Article Thirteen applicable to it), in trust, for the benefit of the
Holders, (A) cash in U.S. dollars, (B) non-callable Government Securities, or
(C) a 


 


 


111

















 


combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, the principal of, premium, if
any, and interest on the Outstanding Notes on the Stated Maturity (or
Redemption Date, if applicable) of such principal, premium, if any, or,
interest due on the Notes; provided that
the Trustee shall have been irrevocably instructed to apply such cash or the
proceeds of such Government Securities to said payments with respect to the
Notes; and provided further that upon the
effectiveness of this Section 1304, the cash or Government Securities
deposited shall not be subject to the rights of the holders of Senior
Indebtedness pursuant to the provisions of Article Fourteen.  Before such a deposit, the Company may give
to the Trustee, in accordance with Section 1103 hereof, a notice of its
election to redeem all of the Outstanding Notes at a future date in accordance
with Article Eleven hereof, which notice shall be irrevocable.  Such irrevocable redemption notice, if given,
shall be given effect in applying the foregoing;


(2)           in the case of Legal Defeasance, the
Company shall have delivered to the Trustee an Opinion of Counsel in Canada
reasonably acceptable to the Trustee confirming that, subject to customary
assumptions and exclusions,


(A)          the Company has received from, or
there has been published by, the relevant Canadian authority a ruling, or


(B)           since the issuance of the Notes,
there has been a change in the applicable Canadian tax law,


in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, subject to
customary assumptions and exclusions, the Holders will not recognize income,
gain or loss for Canadian tax purposes as a result of such Legal Defeasance and
will be subject to Canadian tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred;


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


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


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


 


 


112

















 


(6)           the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that, as of the date of such
opinion and subject to customary assumptions and exclusions following the
deposit, the trust funds will not be subject to the effect of Section 547
of Title II of the United States Code;


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


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


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


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


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


SECTION 1306.  Reinstatement.  If the Trustee or any Paying Agent is unable
to apply any money or Government Securities in accordance with
Section 1305 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s and each Guarantor’s obligations under this
Indenture and the Outstanding Notes shall be revived and reinstated as though
no deposit had occurred pursuant to Section 1302 or 1303, as the case may
be, until such time as the Trustee or 


 


 


113

















 


Paying
Agent is permitted to apply all such money or Government Securities in
accordance with Section 1305; provided, however,
that if the Company makes any payment of principal of (or premium, if any) or
interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the
Trustee or Paying Agent.


ARTICLE
FOURTEEN



SUBORDINATION


SECTION 1401.  Agreement
To Subordinate.  The Company agrees,
and each Holder by accepting a Note agrees, that the Indebtedness evidenced by
the Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article Fourteen, to the prior payment of all Senior
Indebtedness of the Company and that the subordination is for the benefit of
and enforceable by the holders of such Senior Indebtedness. All provisions of
this Article Fourteen shall be subject to Section 1412 hereof.


SECTION 1402.  Liquidation,
Dissolution, Bankruptcy.  Upon any
payment or distribution of the assets of the Company upon a total or partial
liquidation or dissolution or reorganization of or similar proceeding relating
to the Company or its property:


(1)           holders of Senior Indebtedness of the Company shall be entitled to
receive payment in full in cash of such Senior Indebtedness before Holders
shall be entitled to receive any payment of principal of or interest on the
Notes;


(2)           until such Senior Indebtedness is
paid in full in cash, any payment or distribution to which Holders would be
entitled but for this Article Fourteen shall be made to holders of such Senior
Indebtedness as their interests may appear, except that Holders may receive Permitted
Junior Securities; and


(3)           if a distribution is made to Holders
of the Notes that, due to the Article Fourteen, should not have been made to
them, such Holders of the Notes are required to hold it in trust for the
holders of Senior Indebtedness of the Company and pay it over to them as their
interests may appear.


SECTION 1403.  Default
on Designated Senior Indebtedness of the Company.  The Company, Parent, or any Guarantor shall
not pay the principal of, premium, if any, or interest on the Notes (or pay any
other obligations relating to the Notes, including Additional Interest, fees,
costs, expenses, indemnities and rescission or damage claims) or make any
deposit pursuant to Article Four or Article Thirteen and may not purchase,
redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in
the form of Permitted Junior Securities) if either of the following (a “Payment
Default”) occurs: (a) any Obligation on Designated Senior Indebtedness of
the Company is not paid in full in cash when due (after giving effect to any
applicable grace period); or (b) any other default on Designated Senior
Indebtedness of the Company occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms; unless, in either case, the Payment Default has
been cured or waived and any such acceleration has been rescinded or such
Designated Senior Indebtedness has been 


 


114

















 


paid in full in cash. Regardless of the foregoing, the
Company is permitted to pay the Notes if the Company and the Trustee receive
written notice approving such payment from the Representatives of all
Designated Senior Indebtedness with respect to which the Payment Default has
occurred and is continuing.  During the
continuance of any default (other than a Payment Default) with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may be
accelerated without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods,
the Company shall not pay the Notes (except in the form of Permitted Junior
Securities) for a period (a “Payment
Blockage Period”) commencing upon the receipt by the Trustee (with a
copy to the Company) of written notice (a “Blockage Notice”) of such default from the Representative of
such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter. The Payment Blockage Period
shall end earlier if such Payment Blockage Period is terminated: (1) by
written notice to the Trustee and the Company from the Person or Persons who
gave such Blockage Notice; (2) because the default giving rise to such
Blockage Notice is cured, waived or otherwise no longer continuing; or (3)
because such Designated Senior Indebtedness has been discharged or repaid in
full in cash.


Notwithstanding the
provisions described in the immediately preceding two sentences (but subject to
the provisions contained in the first sentence of this Section 1403),
unless the holders of such Designated Senior Indebtedness or the Representative
of such Designated Senior Indebtedness shall have accelerated the maturity of
such Designated Senior Indebtedness, the Company and the Guarantors shall be
entitled to resume payments on the Notes after termination of such Payment
Blockage Period.  The Notes shall not be
subject to more than one Payment Blockage Period in any consecutive 360-day
period, irrespective of the number of defaults with respect to Designated
Senior Indebtedness of the Company during such period; provided
that if any Blockage Notice within such 360-day period is delivered to the
Trustee by or on behalf of any holders of Designated Senior Indebtedness of the
Company (other than holders of Indebtedness under the Senior Credit
Facilities), a Representative of holders of Indebtedness under the Senior
Credit Facilities shall be entitled to give another Blockage Notice within such
period; provided further, however,
that in no event shall the total number of days during which any Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate
during any consecutive 360-day period, and there must be at least 181 days
during any consecutive 360-day period during which no Payment Blockage Period
is in effect.  For purposes of this
Section 1403, no Default which existed or was continuing on the date of
delivery of any Payment Blockage Period to the Trustee shall be, or be made,
the basis for a subsequent Payment Blockage Period unless such default has been waived for a period of not less than 90
days (it being acknowledged that any subsequent action, or any breach of any
financial covenants during the period after the date of delivery of a Payment
Blockage Notice, that, in either case, would give rise to a Non-Payment
Default pursuant to any provisions under which a Non-Payment Default
previously existed or was continuing shall constitute a new Non-Payment
Default for this purpose).


SECTION 1404.  Acceleration
of Payment of Securities.  If payment
of the Notes is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness
of the Company (or their Representatives) of the acceleration.


 


115

















 


SECTION 1405.  When
Distribution Must Be Paid Over.  If a
distribution is made to Holders that because of this Article Fourteen should
not have been made to them, the Holders who receive the distribution shall hold
it in trust for holders of Senior Indebtedness of the Company and pay it over
to them as their interests may appear.


SECTION 1406.  Subrogation.  After all Senior Indebtedness of the Company
is paid in full and until the Notes are paid in full, Holders shall be
subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to such Senior Indebtedness.  A distribution made under this Article
Fourteen to holders of such Senior Indebtedness which otherwise would have been
made to Holders is not, as between the Company and Holders, a payment by the
Company on such Senior Indebtedness.


SECTION 1407.  Relative
Rights.  This Article Fourteen
defines the relative rights of Holders and holders of Senior Indebtedness of the
Company.  Nothing in this Indenture
shall:


(1)           impair, as between the Company and
Holders, the obligation of the Company, which is absolute and unconditional, to
pay principal of and interest on the Notes in accordance with their terms; or


(2)           prevent the Trustee or any Holder
from exercising its available remedies upon a Default, subject to the rights of
holders of Senior Indebtedness of the
Company to receive distributions otherwise payable to Holders.


SECTION 1408.  Subordination
May Not Be Impaired by Company.  No
right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.


SECTION 1409.  Rights
of Trustee and Paying Agent. 
Notwithstanding Section 1403, the Trustee or Paying Agent shall
continue to make payments on the Notes and shall not be charged with knowledge
of the existence of facts that under this Article Fourteen would prohibit the
making of any such payments unless, not less than two Business Days prior to
the date of such payment, a trust officer of the Trustee receives notice
satisfactory to it that such payments are prohibited by this Article Fourteen.  The Company, the Registrar or co-registrar,
the Paying Agent, a Representative or a holder of Senior Indebtedness of the
Company shall be entitled to give the notice; provided,
however, that, if an issue of Senior Indebtedness of the Company has
a Representative, only the Representative shall be entitled to give the notice.


The Trustee in its
individual or any other capacity shall be entitled to hold Senior Indebtedness of the Company with the same rights
it would have if it were not Trustee. 
The Registrar and co-registrar and the Paying Agent shall be entitled to
do the same with like rights.  The
Trustee shall be entitled to all the rights set forth in this Article Fourteen
with respect to any Senior Indebtedness of
the Company which may at any time be held by it, to the same extent as
any other holder of such Senior Indebtedness; and nothing in Article Six shall
deprive the Trustee of any of its rights as such holder.  Nothing in this Article Fourteen shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 607.


 


 


116

















 


SECTION 1410.  Distribution
or Notice to Representative. 
Whenever any Person is to make a distribution or give a notice to
holders of Senior Indebtedness of the Company, such Person shall be entitled to
make such distribution or give such notice to their Representative (if any).


SECTION 1411.  Article Fourteen
Not To Prevent Events of Default or Limit Right To Accelerate.  The failure to make a payment pursuant to the
Notes by reason of any provision in this Article Fourteen shall not be
construed as preventing the occurrence of a Default.  Nothing in this Article Fourteen shall have
any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Notes.


SECTION 1412.  Trust
Moneys Not Subordinated. 
Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of U.S. Government Obligations held in trust under
Article Four or Article Thirteen by the Trustee for the payment of principal of
and interest on the Notes shall not be subordinated to the prior payment of any
Senior Indebtedness of the Company or subject to the restrictions set forth in
this Article Fourteen, and none of the Holders shall be obligated to pay over any
such amount to the Company or any holder of Senior Indebtedness of the Company
or any other creditor of the Company.


SECTION 1413.  Trustee
Entitled To Rely.  Upon any payment
or distribution pursuant to this Article Fourteen, the Trustee and the Holders
shall be entitled to rely (a) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 1402 are pending, (b) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to the Holders or (c) upon the Representatives of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of such
Senior Indebtedness and other Indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Fourteen.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness of the Company to participate in any payment
or distribution pursuant to this Article Fourteen, the Trustee shall be
entitled to request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and other facts pertinent to the rights of such
Person under this Article Fourteen, and, if such evidence is not
furnished, the Trustee shall be entitled to defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.  The provisions of Sections 601
and 603 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article Fourteen.


SECTION 1414.  Trustee
To Effectuate Subordination.  Each
Holder by accepting a Note authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of the Company as provided in this Article Fourteen and appoints
the Trustee as attorney-in-fact for any and all such purposes.


 


117

















 


SECTION 1415.  Trustee
Not Fiduciary for Holders of Senior Indebtedness of the Company.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to Holders or the Company or any other Person, money or assets to which any
holders of Senior Indebtedness of the Company shall be entitled by virtue of
this Article Fourteen or otherwise.


SECTION 1416.  Reliance
by Holders of Senior Indebtedness of the Company on Subordination Provisions.  Each Holder by accepting a Note acknowledges
and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each holder of any Senior Indebtedness
of the Company, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Notes, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.


 


118






 










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


	
   

  	
  MASONITE
  INTERNATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Fred Arnold 

  
	
   

  	
   

  	
  Name:

  	
  Frederick Arnold

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Fred Arnold 

  
	
   

  	
   

  	
  Name:

  	
  Frederick Arnold

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Fred Arnold 

  
	
   

  	
   

  	
  Name:

  	
  Frederick Arnold

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3061275
  NOVA SCOTIA COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Robert Tubbesing 

  
	
   

  	
   

  	
  Name:

  	
  Robert Tubbesing

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BONLEA
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Joint Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CASTLEGATE
  ENTRY SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Lawrence P. Repar 

  
	
   

  	
   

  	
  Name:

  	
  Lawrence P. Repar

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					


















 


	
   

  	
  CROWN
  DOOR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Lawrence P. Repar 

  
	
   

  	
   

  	
  Name:

  	
  Lawrence P. Repar

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CUTTING
  EDGE TOOLING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOOR
  INSTALLATION SPECIALIST CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EGER
  PROPERTIES

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA
  MADE DOOR CO.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  PRIMEBOARD INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  CHILE HOLDINGS S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  James U. Morrison 

  
	
   

  	
   

  	
  Name:

  	
  James U. Morrison III

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						


















 


	
   

  	
  MASONITE
  COMPONENTS

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  James U. Morrison 

  
	
   

  	
   

  	
  Name:

  	
  James U. Morrison III

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  EUROPE

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  James U. Morrison 

  
	
   

  	
   

  	
  Name:

  	
  James U. Morrison III

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  EUROPE LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Joint Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  IRELAND

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  James U. Morrison 

  
	
   

  	
   

  	
  Name:

  	
  James U. Morrison III

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  MEXICO, S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PINTU
  ACQUISITION COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMDOR
  CROSBY LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Joint Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					


















 


	
   

  	
  PREMDOR
  FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Robert Tubbesing 

  
	
   

  	
   

  	
  Name:

  	
  Robert Tubbesing

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMDOR
  U.K. HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Joint Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WOODLANDS
  MILLWORK I, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WMW,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Rose M. Murphy 

  
	
   

  	
   

  	
  Name:

  	
  Rose M. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						


















 


	
   

  	
  THE
  BANK OF NEW YORK, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
  /s/
  Stacey B. Poindexter 

  
	
   

  	
   

  	
  Name:

  	
  Stacey B. Poindexter

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


 














Rule 144A /
Regulation S / IAI Appendix


 


PROVISIONS RELATING TO INITIAL
NOTES

AND EXCHANGE NOTES


1.             Definitions.


1.1           Definitions.


For the purposes of this
Appendix the following terms shall have the meanings indicated below:


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Temporary
Regulation S Global Note or beneficial interest therein, the rules and
procedures of the Depositary for such a Temporary Regulation S Global Note, to
the extent applicable to such transaction and as in effect from time to time.


“Definitive Note” means a
certificated Initial Note or Exchange Note bearing, if required, the
appropriate restricted notes legend set forth in Section 2.3(e).


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


“Distribution Compliance
Period”, with respect to any Notes, means the period of 40 consecutive days
beginning on and including the later of (i) the day on which such Notes are
first offered to Persons other than distributors (as defined in Regulation S
under the Securities Act) in reliance on Regulation S and (ii) the issue date
with respect to such Notes.


“Exchange Notes” means the
Senior Subordinated Notes Due 2015 issued pursuant to the Indenture in
connection with a Registered
Exchange Offer pursuant to a
Registration Rights Agreement and
(2) Additional Notes, if any, issued pursuant to a registration statement
filed with the SEC under the Securities Act.


“IAI” means an institutional
“accredited investor”, as defined in Rule 501(a)(1), (2), (3) and (7) of
Regulation D under the Securities Act.


“Initial Notes” means (1) Senior Subordinated Notes Due
2015 issued on the Issue Date and
(2) Additional Notes, if any, issued in a transaction exempt from the
registration requirements of the Securities Act.


“Notes” means the Initial
Notes and the Exchange Notes.


“Notes Custodian” means the
custodian with respect to a Global Notes (as appointed by the Depositary), or
any successor Person thereto and shall initially be the Trustee.


“QIB” means a “qualified institutional buyer” as defined in
Rule 144A.


“Registered Exchange Offer”
means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Notes, to issue and deliver to such Holders, in exchange for the Initial Notes,
a like aggregate principal amount of Exchange Notes registered under the
Securities Act.

















 


“Registration Rights
Agreement” means (1) with respect
to the Initial Notes issued on the Issue Date, the Exchange and
Registration Rights Agreement dated October 6, 2006, among Parent, the Company,
the Non-Issuing Company, the Guarantors and the Trustee and (2) with respect to each issuance of Additional Notes issued in
a transaction exempt from the registration requirements of the Securities Act,
the registration rights agreement, if any, among the Company and the Persons
purchasing such Additional Notes under the related Purchase Agreement.


“Rule 144A Notes” means all
Notes offered and sold to QIBs in reliance on Rule 144A.


“Securities Act” means the
Securities Act of 1933.


“Shelf Registration
Statement” means the registration statement issued by the Company in connection
with the offer and sale of Initial Notes pursuant to a Registration Rights Agreement.


“Transfer Restricted Notes”
means Notes that bear or are required to bear the legend relating to
restrictions on transfer relating to the Securities Act set forth in
Section 2.3(e) hereto.


1.2           Other Definitions.


	
  Term

  	
   

  	
  Defined in 

  Section:

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.1(b

  	
  )

  
	
  “Global Notes”

  	
   

  	
  2.1(a

  	
  )

  
	
  “IAI Global Note”

  	
   

  	
  2.1(a

  	
  )

  
	
  “Permanent Regulation S
  Global Note”

  	
   

  	
  2.1(a

  	
  )

  
	
  “Regulation S”

  	
   

  	
  2.1(a

  	
  )

  
	
  “Regulation S Global Note”

  	
   

  	
  2.1(a

  	
  )

  
	
  “Rule 144A”

  	
   

  	
  2.1(a

  	
  )

  
	
  “Rule 144A Global Note”

  	
   

  	
  2.1(a

  	
  )

  
	
  “Temporary Regulation S
  Global Note”

  	
   

  	
  2.1(a

  	
  )

  



 


2.             The Notes.


2.1           (a)  Form and Dating.  The Initial Notes shall be issued by the
Company pursuant to the Senior Subordinated Loan Agreement and in accordance
with Section 201 of the Indenture.  The
Initial Notes will be resold initially only to (i) QIBs in reliance on
Rule 144A under the Securities Act (“Rule 144A”) and
(ii) Persons other than U.S. Persons (as defined in Regulation S) in
reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Notes may thereafter be transferred
to, among others, QIBs, IAIs and purchasers in reliance on Regulation S,
subject to the restrictions on transfer set forth herein.  Initial Notes initially resold pursuant to
Rule 144A shall be issued initially in the form of one or more permanent global
Notes in definitive, fully registered form (collectively, the “Rule 144A Global
Note”); Initial Notes initially resold to IAIs shall be issued initially in the
form of one or more permanent global 


 


2

















 


Notes in definitive,
fully registered form (collectively, the “IAI Global Note”); and Initial Notes
initially resold pursuant to Regulation S shall be issued initially in the form
of one or more temporary global notes in fully registered form (collectively,
the “Temporary Regulation S Global Note”), in each case without interest
coupons and with the global notes legend and the applicable restricted notes
legend set forth in Exhibit 1(a) and 1(b)hereto, which shall be deposited
on behalf of the purchasers of the Initial Notes represented thereby with the
Notes Custodian and registered in the name of the Depositary or a nominee of
the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture.  Except as
set forth in this Section 2.1(a), beneficial ownership interests in the
Temporary Regulation S Global Note will not be exchangeable for interests in
the Rule 144A Global Note, the IAI Global Note, a permanent global note (the “Permanent
Regulation S Global Note”, and together with the Temporary Regulation S Global
Note, the “Regulation S Global Note”) or any other Note prior to the expiration
of the Distribution Compliance Period and then, after the expiration of the
Distribution Compliance Period, may be exchanged for interests in a Rule 144A
Global Note, an IAI Global Note or the Permanent Regulation S Global Note
only upon certification in form reasonably satisfactory to the Trustee that
(i) beneficial ownership interests in such Temporary Regulation S Global
Note are owned either by non-U.S. persons or U.S. persons who purchased such
interests in a transaction that did not require registration under the
Securities Act and (ii) in the case of an exchange for an IAI Global Note,
certification that the interest in the Temporary Regulation S Global Note
is being transferred to an “accredited investor” under the Securities Act that
is an institutional accredited investor acquiring the notes for its own account
or for the account of an institutional accredited investor.


Beneficial interests in
Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for
interests in Rule 144A Global Notes if (1) such exchange occurs in
connection with a transfer of Notes in compliance with Rule 144A and
(2) the transferor of the beneficial interest in the Temporary
Regulation S Global Note or the IAI Global Note, as applicable, first
delivers to the Trustee a written certificate (in a form satisfactory to the
Trustee) to the effect that the beneficial interest in the Temporary Regulation
S Global Note or the IAI Global Note, as applicable, is being transferred to a
Person (a) who the transferor reasonably believes to be a QIB,
(b) purchasing for its own account or the account of a QIB in a
transaction meeting the requirements of Rule 144A, and (c) in accordance with
all applicable securities laws of the States of the United States and other
jurisdictions.


Beneficial interests in
Temporary Regulation S Global Notes and Rule 144A Global Notes may be
exchanged for an interest in IAI Global Notes if (1) such exchange occurs
in connection with a transfer of the notes in compliance with an exemption
under the Securities Act and (2) the transferor of the Regulation S
Global Note or Rule 144A Global Note, as applicable, first delivers to the
trustee a written certificate (substantially in the form of Exhibit 2) to the
effect that (A) the Regulation S Global Note or Rule 144A Global Note, as
applicable, is being transferred (a) to an “accredited investor” within
the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an
institutional investor acquiring the notes for its own account or for the
account of such an institutional accredited investor, in each case in a minimum
principal amount of the notes of $250,000, for investment purposes and not with
a view to or for offer or sale in connection with any distribution in violation
of the Securities Act and (B) in accordance with all applicable securities laws
of the States of the United States and other jurisdictions.


 


3

















 


Beneficial interests in a
Rule 144A Global Note or an IAI Global Note may be transferred to a Person
who takes delivery in the form of an interest in a Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance
Period, only if the transferor first delivers to the Trustee a written
certificate (in the form provided in the Indenture) to the effect that such
transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144.


The Rule 144A Global Note,
the IAI Global Note, the Temporary Regulation S Global Note and the Permanent
Regulation S Global Note are collectively referred to herein as “Global Notes”.  The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on
the records of the Trustee and the Depositary or its nominee as hereinafter
provided.


(b)           Book-Entry Provisions.  This Section 2.1(b) shall apply only to
a Global Note deposited with or on behalf of the Depositary.


The Company shall execute
and the Trustee shall, in accordance with this Section 2.1(b),
authenticate and deliver initially one or more Global Notes that (a) shall
be registered in the name of the Depositary for such Global Note or Global
Notes or the nominee of such Depositary and (b) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instructions or
held by the Trustee as custodian for the Depositary.


Members of, or participants
in, the Depositary (“Agent Members”) shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depositary or by
the Trustee as the custodian of the Depositary or under such Global Note, and
the Company, the Trustee and any agent of the Company or the Trustee shall be
entitled to treat the Depositary as the absolute owner of such Global Note for
all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of
a holder of a beneficial interest in any Global Note.


(c)           Definitive Notes.  Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall
not be entitled to receive physical delivery of Definitive Notes.


2.2           Authentication.  The
Trustee shall:  (1) on the initial
Issue Date, authenticate and deliver Initial Notes in an aggregate principal amount specified in the written order of the
Company pursuant to Section 205 of the Indenture, (2) at any time and
from time to time after the execution and delivery of this Indenture, in
accordance with Section 201, at the direction of  Company Order, credit the DTC participant
accounts as directed and make such confirmations as are required by the Company
in order for the Company may issue Notes pursuant to the existing Global Notes,
and (3) authenticate and deliver any
Additional Notes for an original issue in an aggregate principal amount
specified in the written order of the Company pursuant to Section 205 of the
Indenture and (4) Exchange Notes for issue only
in a Registered Exchange Offer, respectively, pursuant to a Registration Rights
Agreement, for a like principal amount of 


 


4

















 


Initial Notes, in each
case upon a written order of the Company signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company.  Such order shall specify the
amount of the Notes to be authenticated and the date on which the original issue
of Notes is to be authenticated and, in
the case of any issuance of Additional Notes pursuant to Section 311 of
the Indenture, shall certify that such issuance is in compliance with Section
1011 of the Indenture.


2.3           Transfer and Exchange.  (a)   Transfer and Exchange of
Definitive Notes.  When Definitive
Notes are presented to the Registrar with a request:


(x)            to
register the transfer of such Definitive Notes; or


(y)           to
exchange such Definitive Notes for an equal principal amount of Definitive
Notes of other authorized denominations,


the Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements
for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer
or exchange:


(i)            shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Registrar, duly executed by the Holder thereof or its
attorney duly authorized in writing; and


(ii)           if such Definitive Notes are required
to bear a restricted notes legend, they are being transferred or exchanged
pursuant to an effective registration statement under the Securities Act,
pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
accompanied by the following additional information and documents, as
applicable:


(A)          if such Definitive Notes are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect; or


(B)           if such Definitive Notes are being
transferred to the Company, a certification to that effect; or


(C)           if such Definitive Notes are being
transferred (x) pursuant to an exemption from registration in accordance
with Rule 144A, Regulation S or Rule 144 under the Securities
Act; or (y) in reliance upon another exemption from the requirements of the
Securities Act: (i) a certification to that effect (in the form set forth
on the reverse of the Note) and (ii) if the Company so requests, an opinion of
counsel or other evidence reasonably satisfactory to it as to the compliance
with the restrictions set forth in the legend set forth in
Section 2.3(e)(i).


(b)           Restrictions on Transfer of a
Definitive Note for a Beneficial Interest in a Global Note.  A Definitive Note may not be exchanged
for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a
Permanent Regulation S Global Note except upon 


 


5

















 


satisfaction of the
requirements set forth below.  Upon
receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:


(i)            certification, in the form set forth
on the reverse of the Note, that such Definitive Note is either (A) being
transferred to a QIB in accordance with Rule 144A, (B) being
transferred to an IAI or (C) being transferred after expiration of the
Distribution Compliance Period by a Person who initially purchased such Note in
reliance on Regulation S to a buyer who elects to hold its interest in such
Note in the form of a beneficial interest in the Permanent Regulation S Global
Note; and


(ii)           written instructions directing the
Trustee to make, or to direct the Notes Custodian to make, an adjustment on its
books and records with respect to such Rule 144A Global Note (in the case of a
transfer pursuant to clause (b)(i)(A)), IAI Global Note (in the case of a
transfer pursuant to clause (b)(1)(B)) or Permanent Regulation S
Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect
an increase in the aggregate principal amount of the Notes represented by the
Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global
Note, as applicable, such instructions to contain information regarding the
Depositary account to be credited with such increase,


then the Trustee shall
cancel such Definitive Note and cause, or direct the Notes Custodian to cause,
in accordance with the standing instructions and procedures existing between
the Depositary and the Notes Custodian, the aggregate principal amount of Notes
represented by the Rule 144A Global Note, IAI Global Note or Permanent
Regulation S Global Note, as applicable, to be increased by the aggregate
principal amount of the Definitive Note to be exchanged and shall credit or
cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Note, IAI
Global Note or Permanent Regulation S Global Note, as applicable, equal to the
principal amount of the Definitive Note so canceled.  If no Rule 144A Global Notes, IAI Global
Notes or Permanent Regulation S Global Notes, as applicable, are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon written
order of the Company in the form of an Officers’ Certificate of the Company, a
new Rule 144A Global Note, IAI Global Note or Permanent Regulation S Global
Note, as applicable, in the appropriate principal amount.


(c)           Transfer and Exchange of Global
Notes.


(i)            The transfer and exchange of Global
Notes or beneficial interests therein shall be effected through the Depositary,
in accordance with this Indenture (including applicable restrictions on
transfer set forth herein, if any) and the procedures of the Depositary
therefor.  A transferor of a beneficial
interest in a Global Note shall deliver to the Registrar a written order given
in accordance with the Depositary’s procedures containing information regarding
the participant account of the Depositary to be credited with a beneficial
interest in the Global Note.  The
Registrar shall, in accordance with such instructions instruct the Depositary
to credit to the account of the Person specified in such instructions a 


 


6

















 


beneficial interest in
the Global Note and to debit the account of the Person making the transfer the
beneficial interest in the Global Note being transferred.


(ii)           If the proposed transfer is a
transfer of a beneficial interest in one Global Note to a beneficial interest
in another Global Note, the Registrar shall reflect on its books and records
the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount
of the interest to be so transferred, and the Registrar shall reflect on its
books and records the date and a corresponding decrease in the principal amount
of the Global Note from which such interest is being transferred.


(iii)          Notwithstanding any other provisions
of this Appendix (other than the provisions set forth in Section 2.4), a
Global Note may not be transferred as a whole except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.


(iv)          In the event that Global Note is
exchanged for Definitive Notes to Section 2.4 of this Appendix, prior to the
consummation of a Registered Exchange Offer or the effectiveness of a Shelf
Registration Statement with respect to such Notes, such Notes may be exchanged
only in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.3 (including the certification requirements
set forth on the reverse of the Initial Notes intended to ensure that such
transfers comply with Rule 144A, Regulation S or another applicable exemption
under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Company.


(d)           Restrictions on Transfer of
Temporary Regulation S Global Notes. 
During the Distribution Compliance Period, beneficial ownership
interests in Temporary Regulation S Global Notes may only be sold, pledged or
transferred in accordance with the Applicable Procedures and only (i) to
the Company, (ii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange for an
interest in a Permanent Regulation S Global Note), (iii) pursuant to an
effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any State of the United
States.


(e)           Legend.


(i)            Except as permitted by the following
paragraphs (ii), (iii) and (iv), each Note certificate evidencing the
Global Notes (and all Notes issued in exchange therefor or in substitution
thereof) shall bear a legend in substantially the following form:


                                                THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 


 


7

















 


WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT
AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT), EACH AN (AN “ACCREDITED
INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER)
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS
AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, 


 


8

















 


THE
TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


Each Definitive Note shall
also bear the following additional legend:


IN CONNECTION WITH ANY
TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


(ii)           Upon any sale or transfer of a
Transfer Restricted Note (including any Transfer Restricted Note represented by
a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar
shall permit the transferee thereof to exchange such Transfer Restricted Note
for a certificated Note that does not bear the legend set forth above and
rescind any restriction on the transfer of such Transfer Restricted Note, if
the transferor thereof certifies in writing to the Registrar that such sale or
transfer was made in reliance on Rule 144 (such certification to be in the
form set forth on the reverse of the Note).


(iii)          After a transfer of any Initial Notes
pursuant to and during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Notes, as the case may be, all
requirements pertaining to legends on such Initial Note will cease to apply,
the requirements requiring any such Initial Note issued to certain Holders be
issued in global form will cease to apply, and a certificated Initial Note or
an Initial in global form, in each case without restrictive transfer legends,
will be available to the transferee of the Holder of such Initial Notes upon
exchange of such transferring Holder’s certificated Initial Note or directions
to transfer such Holder’s interest in the Global Note, as applicable.


(iv)          Upon the consummation of a Registered
Exchange Offer with respect to the Initial Notes, all requirements pertaining
to such Initial Notes that Initial Notes issued to certain Holders be issued in
global form will still apply with respect to Holders of such Initial Notes that
do not exchange their Initial Notes, and Exchange Notes in certificated or
global form, in each case without the restricted notes legend set forth in
Exhibit 1 hereto will be available to Holders that exchange such Initial Notes
in such Registered Exchange Offer.


(f)            Cancellation or Adjustment of
Global Note.  At such time as all
beneficial interests in a Global Note have either been exchanged for Definitive
Notes, redeemed, purchased or canceled, such Global Note shall be returned to
the Depositary for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for certificated Notes,
redeemed, purchased or canceled, the principal amount of Notes represented by
such Global Note shall be reduced and an adjustment shall be 


 


9

















 


made on the books and
records of the Trustee (if it is then the Notes Custodian for such Global Note)
with respect to such Global Note, by the Trustee or the Notes Custodian, to
reflect such reduction.


(g)           No Obligation of the Trustee.


(i)            The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Note, a member
of, or a participant in the Depositary or other Person with respect to the
accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depositary) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such
Notes.  All notices and communications to
be given to the Holders and all payments to be made to Holders under the Notes
shall be given or made only to or upon the order of the registered Holders
(which shall be the Depositary or its nominee in the case of a Global
Note).  The rights of beneficial owners
in any Global Note shall be exercised only through the Depositary subject to
the applicable rules and procedures of the Depositary.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.


(ii)           The Trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect
to any transfer of any interest in any Note (including any transfers between or
among Depositary participants, members or beneficial owners in any Global Note)
other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


2.4           Definitive Notes.


(a)           A Global Note deposited with the
Depositary or with the Trustee as Notes Custodian for the Depositary pursuant
to Section 2.1 shall be transferred to the beneficial owners thereof in
the form of Definitive Notes in an aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note, only if
such transfer complies with Section 2.3 hereof and (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Note and the Depositary fails to appoint a successor Depositary
or if at any time such Depositary ceases to be a “clearing agency” registered
under the Exchange Act, in either case, and a successor Depositary is not
appointed by the Company within 90 days of such notice, or (ii) an
Event of Default has occurred and is continuing or (iii) the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of Definitive Notes under this Indenture.


 


10

















 


(b)           Any Global Note that is transferable
to the beneficial owners thereof pursuant to this Section 2.4 shall be
surrendered by the Depositary to the Trustee located at its principal corporate
trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of Definitive Notes of
authorized denominations.  Any portion of
a Global Note transferred pursuant to this Section 2.4 shall be executed,
authenticated and delivered only in denominations of $500 principal amount and
any integral multiple thereof and registered in such names as the Depositary
shall direct.  Any Definitive Note delivered
in exchange for an interest in the Transfer Restricted Note shall, except as
otherwise provided by Section 2.3(e) hereof, bear the applicable
restricted notes legend and definitive notes legend set forth in Exhibit 1
hereto.


(c)           Subject to the provisions of
Section 2.4(b) hereof, the registered Holder of a Global Note shall be
entitled to grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.


(d)           In the event of the occurrence of one
of the events specified in Section 2.4(a) hereof, the Company shall
promptly make available to the Trustee a reasonable supply of Definitive Notes
in definitive, fully registered form without interest coupons.  In the event that such Definitive Notes are
not issued, the Company expressly acknowledges, with respect to the right of
any Holder to pursue a remedy pursuant to this Indenture, including pursuant to
Section 507, the right of any beneficial owner of Notes to pursue such remedy
with respect to the portion of the Global Note that represents such beneficial
owner’s Notes as if such Definitive Notes had been issued.


 


11














EXHIBIT
1

to Rule 144A / Regulation S / IAI Appendix


[FORM OF FACE OF INITIAL
NOTE]

[Global Notes Legend]


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


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


[[FOR REGULATION S GLOBAL
NOTE ONLY] [UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE
OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER
(AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE
WITH RULE 144A THEREUNDER.]


[Restricted Notes Legend]


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR
(C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3),
OR (7) UNDER THE SECURITIES ACT), EACH AN (AN “ACCREDITED INVESTOR”),
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES (OR 

















 


HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER)
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON
TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.


[Temporary Regulation S
Global Note Legend]


EXCEPT AS SET FORTH BELOW,
BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE
WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL
NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY
WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE
EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING
OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY
UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH
BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO
PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT.  DURING SUCH
40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR
TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  HOLDERS OF INTERESTS IN THIS TEMPORARY 


 


2

















 


REGULATION S
GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS
REFERRED TO ABOVE, IF THEN APPLICABLE.


AFTER THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A
RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH
A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE
TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A
WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT
THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO
THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT
OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


AFTER THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE
ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE
NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE
TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A
WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT
THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE
SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND,
IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
OTHER JURISDICTIONS.


BENEFICIAL INTERESTS IN A
RULE 144A GLOBAL NOTE OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO
TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE,
WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE
PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN
CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH
TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S
OR RULE 144 (IF AVAILABLE).


[Definitive Notes Legend]


 


3

















 


IN CONNECTION WITH ANY
TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


4

















 


	
  CUSIP
  No. [      ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  No. [        ]

  	
  $

  	
   

  



 


Senior Subordinated Notes
Due 2015


MASONITE INTERNATIONAL
CORPORATION, a Delaware corporation, promises to pay to CEDE & CO. or
registered assigns, the principal sum of                
Dollars on April 6, 2015.


Interest Payment Dates:  semiannually in arrears on April 15 and
October 15 of each year.


Record Dates:  April 1 and October 1.


Additional
provisions of this Note are set forth on the other side of this Note.


 


5

















 


Dated:


	
  MASONITE INTERNATIONAL
  CORPORATION

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


	
  THE BANK OF NEW YORK

  
	
  as Trustee, certifies

  
	
   

  	
  that this is one of

  
	
   

  	
  the Notes referred

  
	
   

  	
  to in the Indenture.

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


6

















 


 FORM OF REVERSE SIDE
OF INITIAL NOTE]

Senior Subordinated Note Due 2015


1.             Principal and Interest;
Subordination


The Company will pay the
principal of this Note on April 6, 2015.


The Company promises to pay
interest and Additional Interest, if any, on the principal amount of this Note
on each Interest Payment Date, as set forth below, at the rate specified in
Section 203 of the Indenture (subject to adjustment as provided below).


Interest, and Additional
Interest, if any, will be payable semi-annually (to the Holders of record of
the Notes (or any Predecessor Notes) at the close of business on April 15 and
October 15 of each year (each, an “Interest Payment Date”), commencing on April
15, 2007.


(a)           Subject to clause (b) below, the interest rate borne by
the Notes shall not exceed 11.0% per annum. 
To the extent the interest rate borne by any Note exceeds 11.0% per
annum, the Company may elect to pay such excess interest (the “PIK Interest
Amount”) through the issuance of additional Initial Notes or Exchange Notes
(the “Additional Notes”), as the case may be, in an aggregate principal amount
equal to all or a portion of such PIK Interest Amount.


(b)           Any amount (whether of principal or interest) not paid
when due hereunder (whether at the stated maturity, by acceleration or
otherwise) shall bear interest, to the extent permitted by law (after as well
as before judgment), payable on demand, at the rate that would otherwise be
applicable thereto plus 2% per annum from and including the date of such
non-payment to but excluding the date on which such amount is paid in full.


(c)           In no event shall the interest rate on the Notes exceed
the highest lawful rate permitted by applicable law.


(d)           Interest shall be payable semiannually in arrears on each
Interest Payment Date.  Payments made on
the first Interest Payment Date after the Exchange Date with respect to any
Note shall include any capitalized interest on such Note.  Prior to the first Interest Payment Date with
respect to any Note, the Company shall certify to the Trustee the amount of
interest, if any, accrued but not paid on the Loan exchanged for such
Note.  Notwithstanding the foregoing, if
a payment date is not a Business Day, payment shall be made on the next
succeeding day that is a Business Day, and no interest shall accrue on the
Notes for the intervening period.  If a
regular record date is not a Business Day, the record date shall not be
affected.


(e)           The Company or a calculation agent to be appointed by the
Company will calculate the amount of interest payable from time to time under
the Notes.


The Holder of this Note is
entitled to the benefits of the Exchange and Registration Rights Agreement,
dated October 6, 2006, among Parent, the Company, the Non-Issuing Company, the
Guarantors and Trustee (the “Registration Rights Agreement”).


Interest on this Note will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the initial Issue Date; provided that, if there is no 


 


7

















 


existing
default in the payment of interest and if this Note is authenticated between a
Regular Record Date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such Interest Payment Date.


The indebtedness evidenced
by the Notes is, to the extent and in the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness, and this Note is issued subject to such provisions.  Each Holder of this Note, by accepting the
same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in the Indenture and (c) appoints the Trustee its attorney in-fact for such
purpose.


2.             Method of
Payment.


The Company will pay
interest (except defaulted interest) on the principal amount of the Notes at
the close of business on April 15 and October 15 of each year to the Persons
who are Holders (as reflected in the Note Register at the close of business on
April 1 and October 1 immediately preceding the Interest Payment Date), in each
case, even if the Note is cancelled on registration of transfer or registration
of exchange after such Regular Record Date; provided
that, with respect to the payment of principal, the Company will make payment
to the Holder that surrenders this Note to any Paying Agent on or after April
6, 2015.


The Company will pay
principal (premium, if any) and interest in money of the United States that at
the time of payment is legal tender for payment of public and private
debts.  However, the Company may pay
principal (premium, if any) and interest by its check payable in such
money.  The Company may pay interest on
the Notes either (a) by mailing a check for such interest to a Holder’s
registered address (as reflected in the Note Register) or (b) by wire
transfer to an account located in the United States maintained by the payee.  If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.


3.             Paying
Agent and Note Registrar.


Initially, The Bank of New
York, a New York banking corporation (the “Trustee”) will act as Paying Agent
and Note Registrar.  The Company may
change any Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate
of any of them may act as Paying Agent, Note Registrar or co-registrar.


4.             Indenture.


The Company issued the Notes
under an Exchange Note Indenture dated as of October 6, 2006 (the “Indenture”),
among Parent, the Company, the Non-Issuing Company, the Guarantors and the
Trustee.  Capitalized terms herein are
used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture shall control.


 


8














The Notes are
unsecured senior obligations of the Company. 
The Indenture does not limit the aggregate principal amount of the
Notes.


5.             Redemption.


Except as set
forth below, the Company will not be entitled to redeem Notes.   The Company shall not offer to redeem the
Notes unless the Non-Issuing Company concurrently offers to redeem a pro rata
amount of its Senior Subordinated Notes due 2015 and unless the Company and the
Non-Issuing Company concurrently offers to prepay a pro rata amount of its then
outstanding Loans.


At any time
prior to April 6, 2010, the Company may redeem all or a part of the Notes, upon
not less than 30 nor more than 60 days’ prior notice mailed by first-class
mail to each Holder’s registered address, at a redemption price equal to 100%
of the principal amount of Notes redeemed plus the Applicable Premium as of,
and accrued and unpaid interest and Additional Interest, if any, to the
Redemption Date, subject to the rights of Holders on the relevant Record Date
to receive interest due on the relevant Interest Payment Date.


On and after
April 6, 2010, the Company may redeem the Notes, in whole or in part, upon not
less than 30 nor more than 60 days’ prior notice by first class mail, postage
prepaid, with a copy to the Trustee, to each Holder of Notes to the address of
such Holder appearing in the Note Register at par plus accrued interest plus a
premium equal to one half of the coupon on such Notes, which premium shall
decline ratably on each subsequent anniversary of the Bridge Closing Date to
zero on the date that is one year prior to the Final Maturity of the Notes.


In addition,
until April 6, 2008, the Company may, at its option, redeem up to 35% of the
aggregate principal amount of the Notes issued by it under this Indenture at a
redemption price equal to par plus the coupon on such Notes, subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant Interest Payment Date, with the net cash proceeds of one or
more Equity Offerings of the Company or any direct or indirect parent of the
Company to the extent such net cash proceeds are contributed to the Company; provided that at least 65% of the sum of
the aggregate principal amount of Notes originally issued under this Indenture
and any Additional Notes remains outstanding immediately after the occurrence
of each such redemption; provided further that
each such redemption occurs within 90 days of the date of closing of each
such Equity Offering.


The Company
(including any Successor Company) is entitled to redeem Notes issued by it, at
its option, at any time as a whole but not in part, upon not less than 30 nor
more than 60 days’ notice, at 100% of the principal amount thereof, plus
accrued and unpaid interest (if any) to the Redemption Date (subject to the
right of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date), in the event that the Non-Issuing
Company or any successor has become or would become obligated to pay, on the
next date on which any amount would be payable with respect to such Notes
issued by it, any Additional Amounts with respect to such Notes as a result of:


 


9

















 


(1)                                  a
change in or an amendment to the laws (including any regulations promulgated
thereunder and including any treaty to which the Company or the Non-Issuing
Company is a party) of Canada or any political subdivision or any authority or
agency therein or thereof having power to tax, or of or within any other jurisdiction
in which the Company or the Non-Issuing Company is organized or is otherwise
resident for tax purposes or any other jurisdiction from or through which
payment is made (each a “Relevant
Taxing Jurisdiction”); or


(2)                                any
change in or amendment to any official position regarding the application or
interpretation of such laws or regulations, including a decision of any court
or tribunal, which change or amendment is announced or becomes effective on or
after the Bridge Closing Date (and, in the case of a successor, after the date
of the successor’s assumption of the Obligations of the Company or the
Non-Issuing Company) and the Non-Issuing Company (or the Successor Company)
cannot avoid such obligation by taking reasonable measures available to it.


Such
redemption shall also be permitted if the Non-Issuing Company determines that,
as a result of any action taken by any legislative body of, taxing authority
of, or any action brought in a court of competent jurisdiction, in a Relevant
Taxing Jurisdiction, which action is taken or brought on or after the Bridge
Closing Date (or, in the case of a successor, after the date of the successor’s
assumption of the Obligations of the Company or the Non-Issuing Company), there
is a substantial probability that the Non-Issuing Company would be required to
pay Additional Amounts.


6.             Repurchase upon a Change of
Control and Asset Sales.


Upon the
occurrence of (a) a Change of Control, the Holders of the Notes will have
the right to require that the Company purchase such Holder’s outstanding Notes,
in whole or in part, at a purchase price of 101% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, to
the date of purchase and (b) an Asset Sale, the Company may be obligated
to make offers to purchase Notes and Senior Subordinated Indebtedness of the
Company with a portion of the Net Proceeds of such Asset Sales at a redemption
price of 100% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase.


7.             Denominations; Transfer;
Exchange.


The Notes are
in registered form without coupons in denominations of at least $1.00 in
principal amount.  A Holder may transfer
or exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the
Indenture.  The Note Registrar need not
register the transfer or exchange of any Notes selected for redemption (except,
in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or any Notes for a period of 15 days before a selection of Notes to
be redeemed or 15 days before an interest payment date.


 


10

















 


8.             Persons Deemed Owners.


A registered
Holder may be treated as the owner of a Note for all purposes.


9.             Unclaimed Money.


If money for
the payment of principal (premium, if any) or interest remains unclaimed for
two years, the Trustee and the Paying Agent will pay the money back to the
Company at its written request.  After
that, Holders entitled to the money must look to the Company for payment,
unless an abandoned property law designates another Person, and all liability of
the Trustee and such Paying Agent with respect to such money shall cease.


10.           Discharge and Defeasance Prior to
Redemption or Maturity.


If the Company
irrevocably deposits, or causes to be deposited, with the Trustee money or
Government Securities sufficient to pay the then outstanding principal of
(premium, if any) and accrued interest on the Notes (a) to Redemption or
Maturity Date, the Company will be discharged from its obligations under the
Indenture and the Notes, except in certain circumstances for certain covenants
thereof, and (b) to the Stated Maturity, the Company will be discharged
from certain covenants set forth in the Indenture.


11.           Amendment; Supplement; Waiver.


Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate principal
amount of the Outstanding Notes, and any existing Default or compliance with
any provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Notes.  Without notice to or the consent of any
Holder, the parties thereto may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, omission, mistake, defect or
inconsistency and make any change that does not adversely affect the rights of
any Holder.


12.           Restrictive Covenants.


The Indenture
contains certain covenants, including covenants with respect to the following
matters: (i) Restricted Payments; (ii) incurrence of Indebtedness and
Issuance of Disqualified Stock; (iii) Liens; (iv) transactions with
Affiliates; (v) dividend and other payment restrictions affecting
Restricted Subsidiaries; (vi) guarantees of Indebtedness by Restricted
Subsidiaries; (vii) incurrence of other Senior Subordinated Indebtedness;
(viii) merger and certain transfers of assets; (ix) purchase of Notes upon
a Change in Control; (x) Layering; and (xi) disposition of proceeds of
Asset Sales.  Within 120 days (or the
successor time period then in effect under the rules and regulations of the
Exchange Act) after the end of each fiscal year, the Company must report to the
Trustee on compliance with such limitations.


 


11

















 


13.           Successor Persons.


When a
successor Person or other entity assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor Person will be released from
those obligations.


14.           Remedies for Events of Default.


If an Event of
Default, as defined in the Indenture, occurs and is continuing, the Trustee or
the Holders of at least 30% in principal amount of the Outstanding Notes may declare the principal, premium, if any,
interest and any other monetary obligations on all the then outstanding Notes
issued under Indenture to be due and payable immediately; provided, however, that,
so long as any Indebtedness permitted to be incurred under the Indentures as
part of the Senior Credit Facilities shall be outstanding, no such acceleration
shall be effective until the earlier of (1) acceleration of any such
Indebtedness under the Senior Credit Facilities, or (2) five Business Days
after the giving of written notice of such acceleration to the Company and the
administrative agent under the Senior Credit Facilities.  If a bankruptcy or insolvency default with
respect to Parent, the Company, the Non-Issuing Company, or any Significant
Subsidiary occurs and is continuing, the Notes automatically become immediately
due and payable.  Subject to the provisions
of the Indenture relating to the duties of the Trustee, in case an Event of
Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any rights or powers under the Indenture at the request or direction
of any of the Holders of the Notes unless such Holders have offered to the
Trustee reasonable indemnity or security against any loss, liability or
expense.  Subject to certain
restrictions, the Holders of a majority in principal amount of the Outstanding
Notes are given the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee. 
The Trustee, however, may refuse to follow any direction that conflicts
with law or the Indenture or that the Trustee determines is unduly prejudicial
to the rights of any other Holder of a Note or that would involve the Trustee
in personal liability.


15.           Guarantees.


The Company’s
obligations under the Notes are fully, irrevocably and unconditionally
guaranteed on an unsecured senior subordinated basis, to the extent set forth
in the Indenture, by each of the Guarantors.


16.           Trustee Dealings with Company.


The Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for, and otherwise deal with, the Company and its Affiliates as if it
were not the Trustee.


17.           Authentication.


This Note
shall not be valid until the Trustee signs the certificate of authentication on
the other side of this Note.


 


12

















 


18.           Abbreviations.


Customary
abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).


19.           CUSIP Numbers.


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
has directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


20.           Holders’ Compliance with the
Registration Rights Agreement.


Each Holder of
a Note, by acceptance hereof, acknowledges and agrees to the provisions of the
Registration Rights Agreement, including the obligations of the Holders with
respect to a registration and the indemnification of Parent, the Company, and
the Non-Issuing Company to the extent provided therein.


21.           Governing Law.


THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


The Company
will furnish to any Holder upon written request and without charge a copy of
the Indenture.  Requests may be made to
Masonite International Corporation, 1 North Dale Mabry, Suite 950, Tampa,
Florida 33609, Attention: Legal Department.


Capitalized
terms used herein but not defined herein shall have the meanings given to such
terms in the Indenture.


 


13

















 


ASSIGNMENT
FORM


To assign this
Note, fill in the form below:


I or we assign
and transfer this Note to


(Print or type
assignee’s name, address and zip code)


(Insert
assignee’s soc. sec. or tax I.D. No.)


and
irrevocably appoint                                        
agent to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.


	
   

  	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  



 


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


In connection
with any transfer of any of the Notes evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(k) under the
Securities Act after the later of the date of original issuance of such
Notes and the last date, if any, on which such Notes were owned by the Company
or any Affiliate of the Company, the undersigned confirms that such Notes are
being transferred in accordance with its terms:


CHECK ONE BOX
BELOW


	
  o

  	
   

  	
  to the Company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
   

  	
  o

  	
   

  	
  pursuant to an effective
  registration statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
   

  	
  o

  	
   

  	
  inside the United States
  to a “qualified institutional buyer” (as defined in Rule 144A under the
  Securities Act of 1933) that purchases for its own account or for the account
  of a qualified institutional buyer to whom notice is given that such transfer
  is being made in reliance on Rule 144A, in each case pursuant to and in
  compliance with Rule 144A under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
   

  	
  o

  	
   

  	
  outside the United States
  in an offshore transaction within the meaning of Regulation S under the
  Securities Act in compliance with Rule 904 under the Securities Act of
  1933; or

  



 


 


14

















 


	
   

  	
   

  	
  (4)

  	
   

  	
  o

  	
   

  	
  pursuant to the exemption
  from registration provided by Rule 144 under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (5)

  	
   

  	
  o

  	
   

  	
  to an institutional
  “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7) under the
  Securities Act of 1933) that has furnished to the Trustee a signed letter
  containing certain representations and agreements relating to the transfer of
  this Note (the form of which can be obtained from the Trustee) and, if such
  transfer is in respect of an aggregate principal amount of notes less than
  $250,000, an opinion of counsel acceptable to the Company that such transfer
  is in compliance with the Securities Act.

  



 


Unless one of
the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered
holder thereof; provided, however, that if box (4) is checked,
the Trustee shall be entitled to require, prior to registering any such
transfer of the Notes, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such
as the exemption provided by Rule 144 under such Act.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed

  	
   

  	
  Signature

  	
   

  	
   

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Notes Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Notes
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


15

















 


TO BE COMPLETED BY
PURCHASER IF (2) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notice:  To
  be executed by an executive officer

  



 


 


16

















 


[TO BE
ATTACHED TO GLOBAL NOTES]


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL NOTE

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


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in

  Principal amount of

  this Global Note

  	
   

  	
  Amount of increase in

  Principal amount of

  this Global Note

  	
   

  	
  Principal amount of this

  Global Note following such

  decrease or increase)

  	
   

  	
  Signature of authorized

  officer of Trustee or Notes

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


17

















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to
elect to have this Note purchased by the Company pursuant to Section 1017 or 1018 of the
Indenture, check the box:    o


o   If
you want to elect to have only part of this Note purchased by the Company
pursuant to Section 1017 or 1018
of the Indenture, state the amount in principal amount:  $         


	
  Dated:

  	
   

  	
  Your
  Signature:

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on 

  the other side of this Note.)

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must be guaranteed)

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Notes Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Notes
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


18














EXHIBIT
2

to Rule 144A / Regulation S / IAI Appendix


Form of

Transferee Letter of Representation


MASONITE INTERNATIONAL
CORPORATION

1600 Britannia Rd East

Mississauga, Ontario L4Q 1J2 Canada



In care of

[          ]

[          ]

[          ]



Ladies and Gentlemen:


This certificate is
delivered to request a transfer of $_______ principal amount of the Senior
Subordinated Notes Due 2015 (the “Notes”) of MASONITE INTERNATIONAL
CORPORATION, a Delaware corporation (the “Company”).


Upon transfer, the Notes
would be registered in the name of the new beneficial owner as follows:


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxpayer ID Number:

  	
   

  	
   

  
					



 


The undersigned represents
and warrants to you that:


1.             We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act of 1933, as amended (the “Securities Act”)), purchasing for our own account
or for the account of such an institutional “accredited investor” at least
$250,000 principal amount of the Notes, and we are acquiring the Notes not with
a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act.  We have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we invest in or purchase securities similar to the Notes in the normal course
of our business.  We, and any accounts
for which we are acting, are each able to bear the economic risk of our or its
investment.


2.             We understand that the Notes have
not been registered under the Securities Act and, unless so registered, may not
be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the “Resale Restriction Termination Date”) only (i) to the
Company, (ii) in the United States to a person whom the seller reasonably
believes is a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, (iii) to an institutional “accredited investor”
within the meaning of Rule 501(a)(1), 


 


1

















(2), (3) or (7) under the
Securities Act that is an institutional accredited investor purchasing for its
own account or for the account of an institutional accredited investor, in each
case in a minimum principal amount of the Notes of $250,000, (iv) outside the
United States in a transaction complying with the provisions of Rule 904 under
the Securities Act, (v) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 (if available) or (vi) pursuant to
an effective registration statement under the Securities Act, in each of cases
(i) through (vi) subject to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state
securities laws.  The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date.  If any resale or other
transfer of the Notes is proposed to be made pursuant to clause (iii)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter
to the Company and the Trustee, which shall provide, among other things, that
the transferee is an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is
acquiring such Notes for investment purposes and not for distribution in
violation of the Securities Act.  Each
purchaser acknowledges that the Company and the Trustee reserve the right prior
to the offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Notes pursuant to clause (iii), (iv) or (v)
above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.


 


	
   

  	
  TRANSFEREE:

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
   

  	
   

  
					



 


 


2














EXHIBIT A


[FORM OF FACE OF EXCHANGE NOTE] *


*/ [If the Note is to be
issued in global form add the Global Notes Legend from Exhibit 1(a) and 1(b) to
Appendix A and the attachment from such Exhibit 1(a) and 1(b)  captioned “[TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE.”


The form of the Exchange
Rate Note shall contain the provisions of Exhibit 1(a) and 1(b) to Appendix A,
as applicable, except that paragraph 7 therein shall be replaced with the
following:


“7.           Denominations;
Transfer; Exchange.


The Notes are in registered form without
coupons in denominations of at least $100,000 principal amount and whole
multiples of $50,000.  A Holder may
transfer or exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the
Indenture.  The Note Registrar need not
register the transfer or exchange of any Notes selected for redemption (except,
in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or any Notes for a period of 15 days before a selection of Notes to
be redeemed or 15 days before an interest payment date.”


 










EXHIBIT
B


FORM OF SUPPLEMENTAL
INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of                        , 200  ,
among                         
(the “Guaranteeing Subsidiary”), a subsidiary of MASONITE INTERNATIONAL
CORPORATION (or its permitted successor), a Delaware corporation (the “Company”),
Parent, the Non-Issuing Company, the other Guarantors (as defined in the
Indenture referred to herein) and The Bank of New York, as trustee under the
Indenture referred to below (the “Trustee”).


W I T N E S S E T H


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of October 6, 2006 providing for the issuance of Senior Subordinated
Notes Due 2015 (the “Notes”);


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture pursuant to which
the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the “Guarantee”); and


WHEREAS, pursuant to Section
901 of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture.


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and
the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:


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


2.             AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 12 thereof.


3.             NO RECOURSE AGAINST OTHERS.  No
director, officer, employee, incorporator or stockholder of Parent, the
Company, the Non-Issuing Company or any Guarantor or any of their parent
companies shall have any liability for any obligations of Parent, the Company,
the Non-Issuing Company or the Guarantors under the Notes, the Guarantees, or
the Indenture for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Holder by accepting Notes waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.


 

















4.             GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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


6.             EFFECT OF HEADINGS.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


7.             THE TRUSTEE.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.


 


2

















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


Dated:                   ,
20  


	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE
  INTERNATIONAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [EXISTING
  GUARANTORS]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


3






 










EXHIBIT C


INCUMBENCY CERTIFICATE


The undersigned,                     ,
being the                     
of                     (the
“Company”) does hereby certify that the individuals listed below are qualified
and acting officers of the Company as set forth in the right column opposite
their respective names and the signatures appearing in the extreme right column
opposite the name of each such officer is a true specimen of the genuine
signature of such officer and such individuals have the authority to execute
documents to be delivered to, or upon the request of, The Bank of New York, as
Trustee under the Indenture dated as of October 6, 2006, among Parent, the
Company, the Non-Issuing Company and The Bank of New York.


	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the
undersigned has duly executed and delivered this Certificate as of the     
day of               ,
20  .


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: