Indenture, dated as of May 16, 2005



 EXHIBIT 4.1 
  
 EXECUTION COPY 
  

  
  
  
 THE GSI GROUP, INC. 
  
 AND EACH OF THE GUARANTORS PARTY HERETO 
  
 12% SENIOR NOTES DUE 2013 
  

  
 INDENTURE 
  
 Dated as of May 16, 2005 
  

  

U.S. Bank National Association 
  
 Trustee 
  

  
  
  








 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture
 Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	  (a)(2)
	  	7.10
	  (a)(3)
	  	N.A.
	  (a)(4)
	  	N.A.
	  (a)(5)
	  	7.10
	  (b)
	  	7.10
	  (c)
	  	N.A.
	 311(a)
	  	7.11
	  (b)
	  	7.11
	  (c)
	  	N.A.
	 312(a)
	  	2.05
	  (b)
	  	12.03
	  (c)
	  	12.03
	 313(a)
	  	7.06
	 (b)(2)
	  	7.06; 7.07
	  (c)
	  	7.06; 12.02
	  (d)
	  	7.06
	 314(a)
	  	4.03; 12.02; 12.05
	  (c)(1)
	  	12.04
	  (c)(2)
	  	12.04
	  (c)(3)
	  	N.A.
	  (e)
	  	12.05
	  (f)
	  	N.A.
	 315(a)
	  	7.01
	  (b)
	  	7.05; 12.02
	  (c)
	  	7.01
	  (d)
	  	7.01
	  (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	  (a)(1)(A)
	  	6.05
	  (a)(1)(B)
	  	6.04
	  (a)(2)
	  	N.A.
	  (b)
	  	6.07
	  (c)
	  	2.12
	 317(a)(1)
	  	6.08
	  (a)(2)
	  	6.09
	  (b)
	  	2.04
	 318(a)
	  	12.01
	  (b)
	  	N.A.
	  (c)
	  	12.01

  
 N.A. means not
applicable. 

	 *
	 This Cross Reference Table is not part of this Indenture. 









 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	
	ARTICLE 1
	DEFINITIONS AND INCORPORATION
	BY REFERENCE
			
	 Section 1.01
	  	 Definitions.
	  	1
	 Section 1.02
	  	 Other Definitions.
	  	21
	 Section 1.03
	  	 Incorporation by Reference of Trust Indenture Act.
	  	21
	 Section 1.04
	  	 Rules of Construction.
	  	22
	
	ARTICLE 2
	THE NOTES
			
	 Section 2.01
	  	 Form and Dating.
	  	22
	 Section 2.02
	  	 Execution and Authentication.
	  	23
	 Section 2.03
	  	 Registrar and Paying Agent.
	  	23
	 Section 2.04
	  	 Paying Agent to Hold Money in Trust.
	  	23
	 Section 2.05
	  	 Holder Lists.
	  	24
	 Section 2.06
	  	 Transfer and Exchange.
	  	24
	 Section 2.07
	  	 Replacement Notes.
	  	36
	 Section 2.08
	  	 Outstanding Notes.
	  	36
	 Section 2.09
	  	 Treasury Notes.
	  	36
	 Section 2.10
	  	 Temporary Notes.
	  	36
	 Section 2.11
	  	 Cancellation.
	  	37
	 Section 2.12
	  	 Defaulted Interest.
	  	37
	
	ARTICLE 3
	REDEMPTION AND PREPAYMENT
			
	 Section 3.01
	  	 Notices to Trustee.
	  	37
	 Section 3.02
	  	 Selection of Notes to Be Redeemed or Purchased.
	  	37
	 Section 3.03
	  	 Notice of Redemption.
	  	38
	 Section 3.04
	  	 Effect of Notice of Redemption.
	  	39
	 Section 3.05
	  	 Deposit of Redemption or Purchase Price.
	  	39
	 Section 3.06
	  	 Notes Redeemed or Purchased in Part.
	  	39
	 Section 3.07
	  	 Optional Redemption.
	  	39
	 Section 3.08
	  	 Mandatory Redemption.
	  	40
	 Section 3.09
	  	 Offer to Purchase by Application of Excess Proceeds.
	  	40
	
	ARTICLE 4
	COVENANTS
			
	 Section 4.01
	  	 Payment of Notes.
	  	42
	 Section 4.02
	  	 Maintenance of Office or Agency.
	  	42
	 Section 4.03
	  	 Reports.
	  	43
	 Section 4.04
	  	 Compliance Certificate.
	  	43
	 Section 4.05
	  	 Taxes.
	  	44
	 Section 4.06
	  	 Stay, Extension and Usury Laws.
	  	44
	 Section 4.07
	  	 Restricted Payments.
	  	44
	 Section 4.08
	  	 Dividend and Other Payment Restrictions Affecting Subsidiaries.
	  	47
	 Section 4.09
	  	 Incurrence of Indebtedness and Issuance of Preferred Stock.
	  	48
	 Section 4.10
	  	 Asset Sales.
	  	52

  

 i 









					
	 Section 4.11
	  	 Transactions with Affiliates.
	  	53
	 Section 4.12
	  	 Liens.
	  	54
	 Section 4.13
	  	 Corporate Existence.
	  	54
	 Section 4.14
	  	 Limitation on Sale and Leaseback Transactions.
	  	54
	 Section 4.15
	  	 Offer to Repurchase Upon Change of Control.
	  	55
	 Section 4.16
	  	 Limitation on Issuances of Guarantees of Indebtedness.
	  	56
	 Section 4.17
	  	 Payments for Consent.
	  	57
	 Section 4.18
	  	 Additional Note Guarantees.
	  	57
	 Section 4.19
	  	 Designation of Restricted and Unrestricted Subsidiaries.
	  	57
	
	ARTICLE 5
	SUCCESSORS
			
	 Section 5.01
	  	 Merger, Consolidation, or Sale of Assets.
	  	58
	 Section 5.02
	  	 Successor Corporation Substituted.
	  	59
	
	ARTICLE 6
	DEFAULTS AND REMEDIES
			
	 Section 6.01
	  	 Events of Default.
	  	59
	 Section 6.02
	  	 Acceleration.
	  	61
	 Section 6.03
	  	 Other Remedies.
	  	61
	 Section 6.04
	  	 Waiver of Past Defaults.
	  	61
	 Section 6.05
	  	 Control by Majority.
	  	61
	 Section 6.06
	  	 Limitation on Suits.
	  	62
	 Section 6.07
	  	 Rights of Holders of Notes to Receive Payment.
	  	62
	 Section 6.08
	  	 Collection Suit by Trustee.
	  	62
	 Section 6.09
	  	 Trustee May File Proofs of Claim.
	  	62
	 Section 6.10
	  	 Priorities.
	  	63
	 Section 6.11
	  	 Undertaking for Costs.
	  	63
		
	ARTICLE 7	  	 
	TRUSTEE	  	 
			
	 Section 7.01
	  	 Duties of Trustee.
	  	63
	 Section 7.02
	  	 Rights of Trustee.
	  	64
	 Section 7.03
	  	 Individual Rights of Trustee.
	  	65
	 Section 7.04
	  	 Trustee’s Disclaimer.
	  	65
	 Section 7.05
	  	 Notice of Defaults.
	  	65
	 Section 7.06
	  	 Reports by Trustee to Holders of the Notes.
	  	66
	 Section 7.07
	  	 Compensation and Indemnity.
	  	66
	 Section 7.08
	  	 Replacement of Trustee.
	  	67
	 Section 7.09
	  	 Successor Trustee by Merger, etc.
	  	67
	 Section 7.10
	  	 Eligibility; Disqualification.
	  	68
	 Section 7.11
	  	 Preferential Collection of Claims Against Company.
	  	68
	
	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 8.01
	  	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	68
	 Section 8.02
	  	 Legal Defeasance and Discharge.
	  	68
	 Section 8.03
	  	 Covenant Defeasance.
	  	69
	 Section 8.04
	  	 Conditions to Legal or Covenant Defeasance.
	  	69
	 Section 8.05
	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
	  	70

  

 ii 









					
	 Section 8.06
	 	 Repayment to Company.
	  	71
	 Section 8.07
	 	 Reinstatement.
	  	71
		
	ARTICLE 9	  	 
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 Section 9.01
	 	 Without Consent of Holders of Notes.
	  	71
	 Section 9.02
	 	 With Consent of Holders of Notes.
	  	72
	 Section 9.03
	 	 Compliance with Trust Indenture Act.
	  	73
	 Section 9.04
	 	 Revocation and Effect of Consents.
	  	73
	 Section 9.05
	 	 Notation on or Exchange of Notes.
	  	74
	 Section 9.06
	 	 Trustee to Sign Amendments, etc.
	  	74
	
	ARTICLE 10
	NOTE GUARANTEES
			
	 Section 10.01.
	 	 Guarantee.
	  	74
	 Section 10.02.
	 	 Limitation on Guarantor Liability.
	  	75
	 Section 10.03.
	 	 Execution and Delivery of Note Guarantee.
	  	75
	 Section 10.04.
	 	 Guarantors May Consolidate, etc., on Certain Terms.
	  	76
	 Section 10.05.
	 	 Releases.
	  	77
	
	ARTICLE 11
	SATISFACTION AND DISCHARGE
			
	 Section 11.01
	 	 Satisfaction and Discharge.
	  	77
	 Section 11.02
	 	 Application of Trust Money.
	  	78
	
	ARTICLE 12
	MISCELLANEOUS
			
	 Section 12.01
	 	 Trust Indenture Act Controls.
	  	79
	 Section 12.02
	 	 Notices.
	  	79
	 Section 12.03
	 	 Communication by Holders of Notes with Other Holders of Notes.
	  	80
	 Section 12.04
	 	 Certificate and Opinion as to Conditions Precedent.
	  	80
	 Section 12.05
	 	 Statements Required in Certificate or Opinion.
	  	80
	 Section 12.06
	 	 Rules by Trustee and Agents.
	  	81
	 Section 12.07
	 	 No Personal Liability of Directors, Officers, Employees and Stockholders.
	  	81
	 Section 12.08
	 	 Governing Law.
	  	81
	 Section 12.09
	 	 No Adverse Interpretation of Other Agreements.
	  	81
	 Section 12.10
	 	 Successors.
	  	81
	 Section 12.11
	 	 Severability.
	  	81
	 Section 12.12
	 	 Counterpart Originals.
	  	81
	 Section 12.13
	 	 Table of Contents, Headings, etc.
	  	81
	
	EXHIBITS
			
	 Exhibit A
	 	 FORM OF NOTE
	  	 
	 Exhibit B
	 	 FORM OF CERTIFICATE OF TRANSFER
	  	 
	 Exhibit C
	 	 FORM OF CERTIFICATE OF EXCHANGE
	  	 
	 Exhibit D
	 	 FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	  	 
	 Exhibit E
	 	 FORM OF NOTATION OF GUARANTEE
	  	 
	 Exhibit F
	 	 FORM OF SUPPLEMENTAL INDENTURE
	  	 

  

 iii 








 INDENTURE dated as of May 16, 2005 among The GSI Group, Inc., a Delaware corporation, the Guarantors (as
defined) and U.S. Bank National Association, as trustee. 
  
 The
Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 12% Senior Notes due 2013 (the “Notes”): 
  
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
  
 Section 1.01    Definitions. 
  
 “144A Global Note” means a Global Note substantially in the
form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A. 
  
 “Acquired Debt” 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 Subsidiary of such
specified Person, whether or not such Indebtedness is 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. 
  
 “Additional
Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 
  
 “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,” as used with respect to any Person, means 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; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. 
  
 “Agent” means any Registrar, co-registrar, Paying Agent or
additional paying agent. 
  
 “Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
  
 “Asset Sale” means: 
  
 (1) the sale, lease, conveyance or other disposition of any
assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Sections 4.15 and
5.01 hereof and not by Section 4.10 hereof; and 
  

 1 








 (2) the issuance of Equity Interests in any of the Company’s Restricted
Subsidiaries or the sale of Equity Interests in any of its Subsidiaries. 
  
 Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: 
  
 (1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million;

  
 (2) a transfer of assets between or among the
Company and its Restricted Subsidiaries; 
  
 (3)
an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company; 
  
 (4) the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition
of damaged, worn-out or obsolete assets in the ordinary course of business; 
  
 (5) the sale or other disposition of cash or Cash Equivalents to the extent not otherwise prohibited hereunder; and 
  
 (6) a Restricted Payment that does not violate Section 4.07 or a Permitted Investment; 
  
 “Attributable Debt” in respect of a sale and leaseback
transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such
lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 

 
 “Bankruptcy Law” means Title 11, U.S. Code or any
similar federal or state law for the relief of debtors. 
  
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 
  
 “Board of Directors” means: 
  
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board; 
  
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; 
  
 (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof;
and 
  

 2 








 (4) with respect to any other Person, the board or committee of such Person serving a
similar function. 
  
 “Borrowing Base” means, as
of any date, an amount equal to the “Borrowing Base” as defined in the Credit Agreement as of the date of this Indenture. 
  
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
  
 “Business Day” means any day other than a Legal Holiday.

  
 “Capital Lease Obligation” means, at the
time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 
  
 “Capital Stock” means: 
  
 (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 interests (whether general or limited) or membership
interests; 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, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock. 
  
 “Cash Equivalents” means: 
  
 (1) United States dollars; 
  
 (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the
United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; 
  
 (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B”
or better; 
  
 (4) repurchase obligations with a
term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
  
 (5) commercial paper having one of the two highest ratings
obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and 
  

 3 








 (6) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition. 
  
 “Change of Control” means the occurrence of any of the following: 
  
 (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of Holdco or the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other
than a Principal or a Related Party of a Principal; 
  
 (2) the adoption of a plan relating to the liquidation or dissolution of Holdco or the Company; 
  
 (3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any
“person” (as defined above), other than the Principal and its Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Holdco or the Company, measured by voting power rather than number
of shares; or; 
  
 (4) after an initial public
offering of the Company or any direct or indirect parent of the Company, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 
  
 “Change of Control Offer” has the meaning
assigned to that term in this Indenture. 
  
 “Clearstream” means Clearstream Banking, S.A. 
  
 “Company” means The GSI Group, Inc., and any and all successors thereto. 
  
 “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such
Person plus, without duplication: 
  
 (1)
an amount equal to any extraordinary net loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (without regard to the dollar amount limitations contained in the definition thereof), to
the extent such losses were deducted in computing such Consolidated Net Income; plus 
  
 (2) for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income; plus 
  
 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted
in computing such Consolidated Net Income; plus 
  
 (4) all one-time fees, costs, expenses (including cash compensation payments), in each case incurred by the Company and its Restricted Subsidiaries in connection with or resulting from any merger, consolidation, recapitalization,
refinancing or acquisition; plus 
  

 4 








 (5) the amount of any restructuring charges or reserves (which, for the avoidance of
doubt, shall include retention, severance, contract termination costs and consolidation of facilities) deducted in such period in computing Consolidated Net Income; provided that the aggregate amount of such charges or reserves may not exceed
$2.0 million in any twelve-month period or $6.0 million in the aggregate; plus 
  
 (6) the amount of any Management Fees paid and permitted to be paid to the Sponsor or any of its Affiliates during such period;
provided that such amount has been expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; plus

  
 (7) depreciation, amortization (including
amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses including, without duplication, impairment charges and the impact of purchase accounting including, but not
limited to, the amortization of inventory step-up, but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a
prior period of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus 
  
 (8) non-cash items increasing such Consolidated Net Income
for such period, other than the accrual of revenue in the ordinary course of business, 
  
 in each case, on a consolidated basis and determined in accordance with GAAP. 
  
 “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP; provided that: 
  
 (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar
distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 
  
 (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or
any agreement or instrument applicable to that Restricted Subsidiary or its stockholders, or by operation of the terms of any judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders; 
  
 (3) the cumulative effect of a
change in accounting principles will be excluded; 
  
 (4) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs will be excluded; 
  
 (5) any non-cash impairment charges resulting from the application of Statements of Financial Accounting
Standards No. 142 and 144 and the amortization of intangibles arising pursuant to Statement of Financial Accounting Standards No. 141 will be excluded; and 
  

 5 








 (6) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will
be excluded, whether or not distributed to the specified Person or one of its Subsidiaries. 
  
 “Consolidated Tangible Assets” means, with respect to any specified Person for any period, total assets (less accumulated depreciation and valuation reserves and other reserves and items deductible
from gross book value of specific asset accounts under GAAP) of such Person for such period after deducting therefrom (1) any item representing investments in Unrestricted Subsidiaries and (2) all goodwill, trade names, trademarks, patents,
unamortized debt discount, organization expenses and other like intangibles, all as set forth on the most recent balance sheet of such Person, on a consolidated basis, determined in accordance with GAAP. 
  
 “Continuing Directors” means, as of any date of
determination, any member of the Board of Directors of the Company who: 
  
 (1) was a member of such Board of Directors on the date of this Indenture; or 
  
 (2) was nominated for election or elected to such Board of Directors with the approval or subsequent ratification of a majority of the
Continuing Directors who were members of such Board of Directors at the time of such nomination or election. 
  
 “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 12.02 hereof or such other address as
to which the Trustee may give notice to the Company. 
  
 “Credit Agreement” means that certain Loan and Security Agreement, dated as of the date of this Indenture, by and among the Company, Holdco, Assumption Leasing Company, Inc., Wachovia Capital Finance Corporation (Central)
as Agent, and the Lenders named therein, providing for up to $75.0 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case,
as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time;
provided, however, that the terms of the Credit Agreement relating to Weighted Average Life to Maturity, principal amount, ranking, representations and warranties and covenants of the Company and its Restricted Subsidiaries as so amended,
restated, modified, renewed, refunded, replaced or refinanced are not, taken as a whole, materially more disadvantageous to the Company and its Restricted Subsidiaries, on a consolidated basis, than the Credit Agreement being so amended, restated,
modified, renewed, refunded, replaced or refinanced. Compliance with this proviso shall be conclusively established by the delivery by the Chief Executive Officer or Chief Financial Officer of the Company (or executive officers fulfilling such
duties) of an Officer’s Certificate executed and delivered to the trustee in the name and on behalf of the Company to such effect. 
  
 “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time; provided, however, that the terms of such Credit Facility relating to Weighted Average Life to Maturity, principal amount, ranking, representations and warranties
and covenants of the Company and its Restricted Subsidiaries as so 
  

 6 








 amended, restated, modified, renewed, refunded, replaced or refinanced are not, taken as a whole, materially more
disadvantageous to the Company and its Restricted Subsidiaries, on a consolidated basis, than the Credit Facility being so amended, restated, modified, renewed, refunded, replaced or refinanced. Compliance with this proviso shall be conclusively
established by the delivery by the Chief Executive Officer or Chief Financial Officer of the Company (or executive officers fulfilling such duties) of an Officer’s Certificate executed and delivered to the trustee in the name and on behalf of
the Company to such effect. 
  
 “Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
  
 “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.

  
 “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto. 
  
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
  
 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of
the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because
the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide
that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for
purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of
accrued dividends. 
  
 “Domestic Subsidiary”
means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia. 
  
 “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). 
  
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. 
  
 “Exchange Act” means the Securities Exchange Act of 1934,
as amended. 
  

 7 








 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section
2.06(f) hereof. 
  
 “Exchange Offer” has the
meaning set forth in the Registration Rights Agreement.  
  
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
  
 “Existing Indebtedness” means up to $439,000 in aggregate principal amount of Indebtedness of the Company and its Subsidiaries (other
than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid. 
  
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not
involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture). 
  
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the
Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems,
defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to
such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter reference period. 
  
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
  
 (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or
consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted
Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect, including any related expenses and cost reductions estimated in good faith by such
Person’s chief financial officer, (in accordance with Regulation S-X under the Securities Act, other than to the extent so estimated) as if they had occurred on the first day of the four-quarter reference period; 
  
 (2) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
  
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and
operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or
any of its Restricted Subsidiaries following the Calculation Date; 
  

 8 








 (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to
have been a Restricted Subsidiary at all times during such four-quarter period; 
  
 (5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any
time during such four-quarter period; 
  
 (6) if
any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months); and 
  
 (7) for any calculation of the Fixed Charge Coverage Ratio for the Company with a Calculation Date in 2005, Consolidated Cash Flow of the
Company for the portion of the four-quarter reference period that is in the 2004 fiscal year shall be determined after giving pro forma effect to the adjustments used to calculate pro forma Adjusted EBITDA as set forth in the Offering Memorandum.

  
 “Fixed Charges” means, with respect to any
specified Person for any period, the sum, without duplication, of: 
  
 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, excluding amortization of debt issuance costs incurred in connection with the issuance of
the Initial Notes and the Note Guarantees and including, without limitation, amortization of debt issuance costs incurred in connection with Indebtedness incurred after the date of this Indenture, original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus 
  
 (2) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period, whether paid or accrued; plus 
  
 (3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by
a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 
  
 (4) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its
Restricted Subsidiaries, other than dividends on preferred stock payable solely in Equity Interests of the Company (other than Disqualified Stock) or payable to the Company or a Restricted Subsidiary of the Company. 
  
 “Foreign Subsidiary” means any Restricted Subsidiary of the
Company that is not a Domestic Subsidiary. 
  
 “GAAP” means generally accepted accounting principles set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the date of this Indenture. 
  

 9 








 “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture. 
  
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4),
2.06(d)(2) or 2.06(f) hereof. 
  
 “Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 
  
 “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, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of
all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

  
 “Guarantors” means (1) Holdco and (2) the
Subsidiary Guarantors. 
  
 “Hedging Obligations”
means, with respect to any specified Person, the net obligations of such Person under: 
  
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest
rate collar agreements; 
  
 (2) other agreements
or arrangements designed to protect such Person against interest rate risk; and 
  
 (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

  
 “Holdco” means GSI Holdings Corp., a
Delaware corporation. 
  
 “Holder” means a
Person in whose name a Note is registered. 
  
 “IAI
Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee
that will be issued in a denomination equal to the outstanding principal amount of the Notes acquired by Institutional Accredited Investors in secondary market transactions.  
  
 “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of the
last day of the most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding such date, are less than $50,000 and whose total revenues for the most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding such date do not exceed $50,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly,
guarantees or otherwise provides direct credit support for any Indebtedness of the Company. 
  

 10 








 “Indebtedness” means, with respect to any specified Person, any indebtedness of such
Person (excluding accrued expenses and trade payables), whether or not contingent: 
  
 (1) in respect of borrowed money; 
  
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

  
 (3) in respect of banker’s acceptances;

  
 (4) representing Capital Lease Obligations or
Attributable Debt in respect of sale and leaseback transactions; 
  
 (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or 
  
 (6) representing any Hedging Obligations, 
  
 if and to the extent any of the preceding items (other than letters of credit, Attributable
Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 
  
 “Indenture” means this Indenture, as amended or
supplemented from time to time. 
  
 “Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
  
 “Initial Purchasers” means Lehman Brothers Inc. and KeyBanc Capital Markets. 
  
 “Institutional Accredited Investor” means an institution
that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 
  
 “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including
Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary
of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company
will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.07. The acquisition by the Company or any Subsidiary of the Company of 
  

 11 








 a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary
in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.07. Except as otherwise provided in this
Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value. For the avoidance of doubt, payment by the Company to the Sponsor or any of its Affiliates of
annual management, consulting, monitoring or advisory fees and related indemnities and expenses shall not constitute an Investment. 
  
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period. 
  
 “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. 
  
 “Leverage Ratio” means, with respect to the Company for any four-quarter period, the ratio of (1) the
average of the amounts of consolidated net indebtedness of the Company, determined in accordance with GAAP, at the end of each of the four quarters of such four-quarter period, to (2) the Consolidated Cash Flow of the Company for such four-quarter
period. 
  
 “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 Uniform Commercial Code (or equivalent statutes) of any
jurisdiction. 
  
 “Liquidated Damages” means all
liquidated damages then owing pursuant to the Registration Rights Agreement.  
  
 “Liquidity” means, with respect to the Company for any period, the sum of (1) cash and Cash Equivalents as reflected on the Company’s balance sheet at such period end in accordance with GAAP and
(2) all amounts available for borrowing under any Credit Facilities at such period end. 
  
 “Management Fees” means payments to the Sponsor or any of its Affiliates pursuant to the management agreement, dated as of the date of this Indenture by and among the Company, Holdco, the Sponsor and
the other parties thereto, or pursuant to any amendment or waiver thereof to the extent that the terms of such amendment or waiver are not disadvantageous to the holders of the Notes. 
  
 “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto. 
  
 “Net Income” means, with respect to any specified Person
for any period the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 
  
 (1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in
connection with: (a) any Asset Sale (without regard to the dollar amount limitations contained in the definition thereof) or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries; and 
  

 12 








 (2) any extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss. 
  
 “Net
Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of
the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of
Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP . 
  
 “Non-Recourse Debt”
means Indebtedness: 
  
 (1) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or
(c) constitutes the lender; 
  
 (2) no default
with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
  
 (3) as to which the lenders have been notified in writing
that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 
  
 “Non-U.S. Person” means a Person who is not a U.S. Person. 
  
 “Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this
Indenture and the Notes, executed pursuant to the provisions of this Indenture. 
  
 “Notes” has the meaning assigned to it in the preamble to this Indenture. 
  
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness. 
  
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person. 
  
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 
  

 13 








 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable
to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 
  
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account
with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
  
 “Permitted Business” means any business engaged in by the Company or any Restricted Subsidiary on the date of this Indenture and any
business that is reasonably related, ancillary or complementary thereto. 
  
 “Permitted Investments” means: 
  
 (1) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor or by a Restricted Subsidiary of the
Company that is a Guarantor in another Restricted Subsidiary of the Company that is a Guarantor; 
  
 (2) any Investment in Cash Equivalents; 
  
 (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: 

 
 (a) such Person becomes a Restricted Subsidiary of the
Company and a Guarantor; or 
  
 (b) such Person
is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company that is a Guarantor and such transaction is
otherwise permitted by the provisions under the caption “Merger, Consolidation or Sale of Assets” above; 
  
 (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof; 
  
 (5) any
acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 
  
 (6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the
ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation,
arbitration or other disputes with Persons who are not Affiliates; 
  
 (7) Investments represented by Hedging Obligations entered into solely to protect the Company or any Restricted Subsidiary against interest rate risk or fluctuations in currency exchange rates or commodity prices;

  
 (8) loans or advances to employees made in
the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $1.0 million in the aggregate in any fiscal year; 
  

 14 








 (9) repurchases of the Notes; 
  
 (10) Investments in prepaid expenses, negotiable instruments
held for collection and lease, utility and workers’ compensation, performance and other similar deposits in the ordinary course of business; 
  
 (11) Investments in Foreign Subsidiaries not to exceed $3.5 million; and 
  
 (12) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding, not to exceed the greater of $7.5 million and 5.0% of
the Company’s Consolidated Tangible Assets as set forth on the most recent balance sheet of the Company, on a consolidated basis, determined in accordance with GAAP. 
  
 “Permitted Liens” means: 
  
 (1) Liens on assets of the Company or any Guarantor securing Indebtedness and other Obligations under
Credit Facilities that was permitted by the terms of the indenture to be incurred and/or securing Hedging Obligations related thereto; 
  
 (2) Liens in favor of the Company or any Guarantors; 
  
 (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated
with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or
consolidated with the Company or the Subsidiary; 
  
 (4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not
incurred in contemplation of, such acquisition; 
  
 (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; 
  
 (6) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets acquired with or financed by such Indebtedness; provided that such Indebtedness is incurred within 180 days after the date of the purchase of such assets;

  
 (7) Liens existing on the date of this
Indenture; 
  
 (8) Liens for taxes, assessments
or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is
required in conformity with GAAP has been made therefor; 
  

 15 








 (9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s
and mechanics’ Liens, in each case, incurred in the ordinary course of business; 
  
 (10) survey exceptions, 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 property that were not incurred in connection with Indebtedness and that 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; 
  
 (11) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees); 
  
 (12) Liens to secure any Permitted Refinancing Indebtedness
permitted to be incurred under this Indenture; provided, however, that: 
  
 (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant
to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 
  

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal
amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;
and 
  
 (13) Liens incurred in the ordinary
course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $2.5 million at any one time outstanding. 
  
 “Permitted Payments to Holdco” means, without duplication as to amounts: 
  
 (1) payments to Holdco to permit Holdco to pay reasonable accounting, legal and administrative expenses of
Holdco when due, in an aggregate amount not to exceed $250,000 per annum; 
  
 (2) for so long as the Company is a member of a group filing a consolidated or combined tax return with Holdco, payments to Holdco in respect of an allocable portion of the tax liabilities of such group that is
attributable to the Company and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were
filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating
losses) of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that Holdco actually owes to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the
appropriate taxing authority within 30 days of Holdco’s receipt of such Tax Payments or refunded to the Company; 
  
 (3) payments to Holdco in an aggregate amount equal to the aggregate amount that Holdco is required to pay to or for the account of the
selling stockholders of the Company (in respect of taxes of such selling stockholders) pursuant to Section 10.8 of the Stock Purchase Agreement not to exceed $500,000 in the aggregate; and 
  

 16 








 (4) Tax Distributions made on the date of this Indenture. 
  
 “Permitted Refinancing Indebtedness” means any Indebtedness
of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: 
  
 (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded,
refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all reasonable and necessary fees and expenses, including premiums, incurred in connection therewith); 
  
 (2) such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged; 
  
 (3) if the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right
of payment to, the Notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 
  
 (4) such Indebtedness is incurred either by the Company or
by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
  
 (5) the covenants of the obligor(s) on such Indebtedness are not, taken as a whole, materially more disadvantageous to the Company and
its Restricted Subsidiaries, on a consolidated basis, than those contained in the instrument(s) governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. Compliance with this clause (5) shall be conclusively
established by delivery by the Chief Executive Officer or Chief Financial Officer of the Company (or executive officers fulfilling such duties) of an Officer’s Certificate executed and delivered to the trustee in the name and on behalf of the
Company to such effect. 
  
 “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 
  
 “Principal” means the Sponsor and its Affiliates, including Holdco. 
  
 “Private Placement Legend” means the legend set forth in
Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  

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 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
May     , 2005, among the Company, the Guarantor and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the Securities Act.  
  
 “Regulation S” means Regulation S promulgated under the Securities Act.. 
  
 “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Rule 903 of Regulation S. 
  
 “Related Party”
means: 
  
 (1) any controlling stockholder, 80%
(or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or 
  
 (2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members,
owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more of the Principals and/or such other Persons referred to in the immediately preceding clause (1). 
  
 “Responsible Officer,” when used with respect to the
Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) 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 the particular subject. 
  
 “Restricted Definitive Note” means a Definitive Note
bearing the Private Placement Legend. 
  
 “Restricted
Global Note” means a Global Note bearing the Private Placement Legend. 
  
 “Restricted Investment” means an Investment other than a Permitted Investment. 
  
 “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

  
 “Rule 144” means Rule 144 promulgated under
the Securities Act. 
  
 “Rule 144A” means Rule
144A promulgated under the Securities Act. 
  
 “Rule
903” means Rule 903 promulgated under the Securities Act. 
  
 “Rule 904” means Rule 904 promulgated under the Securities Act. 
  
 “S&P” means Standard & Poor’s Ratings Group or any successor thereto. 
  
 “SEC” means the Securities and Exchange Commission. 
  

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 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Senior Indebtedness” means, with respect to any Person,
the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed
claim under applicable law) on any Indebtedness of such Person, whether outstanding on the date of this Indenture or thereafter incurred or assumed, and any amendments, renewals, modifications, extensions, refinancings, refundings of such
Indebtedness, unless the instrument creating or evidencing such Indebtedness expressly provides that such Indebtedness shall be subordinated in right of payment to any other Indebtedness of such Person. 
  
 “Shelf Registration Statement” means the Shelf Registration
Statement as defined in the Registration Rights Agreement.  
  
 “Significant Subsidiary” means any 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 date of this Indenture. 
  
 “Sponsor” means Charlesbank Capital Partners LLC. 
  
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the
documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

  
 “Stock Purchase Agreement” means the Stock
Purchase Agreement, dated as of April 6, 2005, by and among Holdco and the Stockholders of the Company. 
  
 “Subordinated Indebtedness” means, with respect to any Person, Indebtedness that is not Senior Indebtedness. 
  
 “Subsidiary” means, with respect to any specified Person:

  
 (1) any corporation, association or other
business 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 and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and 
  
 (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof) or more Subsidiaries of that Person (or any combination thereof). 
  
 “Subsidiary Guarantee” means the Guarantee provided by any Subsidiary Guarantor. 
  
 “Subsidiary Guarantor” means any Subsidiary of the Company
that executes a Note Guarantee in accordance with the provisions of this Indenture and its respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this
Indenture. 
  

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 “Tax Distributions” means all payments and distributions by the Company to the
stockholders of the Company who sold their shares of the Company’s common stock to Holdco on the date of this Indenture, to allow such stockholders to pay all income taxes on income of such stockholders that is attributable to the taxable
income of the Company for the period from January 1, 2005 through the date of this Indenture, during which the Company qualified and operated as an “S” corporation pursuant to Section 1361 of the Internal Revenue Code of 1986, as amended.
For the avoidance of doubt, Tax Distributions include the tax dividend payable pursuant to Section 10.12 of the Stock Purchase Agreement on or before the date of this Indenture. 
  
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 

 
 “Trustee” means U.S. Bank National Association until a
successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
  
 “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

  
 “Unrestricted Global Note” means a Global
Note that does not bear and is not required to bear the Private Placement Legend. 
  
 “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of
Directors, but only to the extent that such Subsidiary: 
  
 (1) has no Indebtedness other than Non-Recourse Debt; 
  
 (2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or
any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company; 
  
 (3) is a
Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or
to cause such Person to achieve any specified levels of operating results; and 
  
 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries. 
  
 “U.S. Person” means
a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
  
 “Voting Stock” of any specified 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 at any date, the number of years obtained by dividing: 
  
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in
respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 
  

 20 








 (2) the then outstanding principal amount of such Indebtedness. 
  
 Section 1.02    Other Definitions. 
  

			
	 Term

	  	 Defined in
 Section


	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Permitted Debt”
	  	4.09
	 “Payment Default”
	  	6.01
	 “Purchase Date”
	  	3.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07

  
 Section
1.03    Incorporation by Reference of Trust Indenture Act. 
  
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings: 
  
 “indenture securities” means the Notes; 
  
 “indenture security Holder” means a Holder of a Note;

  
 “indenture to be qualified” means this
Indenture; 
  
 “indenture trustee” or
“institutional trustee” means the Trustee; and 
  
 “obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively. 
  

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 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04    Rules of Construction. 
  
 Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (3) “or” is not exclusive; 
  
 (4) words in the singular include the plural, and in the plural include the singular; 
  
 (5) “will” shall be interpreted to express a
command; 
  
 (6) provisions apply to successive
events and transactions; and 
  
 (7) references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time. 
  
 ARTICLE 2 
 THE NOTES 
  
 Section 2.01    Form and Dating.

  
 (a) General. The Notes and the Trustee’s
certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof. 
  
 The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be
controlling. 
  
 (b) Global Notes. Notes issued in global
form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially
in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be
specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
  

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 (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to
transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream. 
  
 Section 2.02    Execution and Authentication. 
  
 At least one Officer must sign the Notes for the Company by manual or facsimile signature. 
  
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will
nevertheless be valid. 
  
 A Note will not be valid until
authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
  
 The Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate and
deliver Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.  
  
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. 

 
 Section 2.03    Registrar and Paying Agent. 
  
 The Company will maintain an office or agency where Notes may be presented
for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company
may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
  
 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 

 
 The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes. 
  
 Section
2.04    Paying Agent to Hold Money in Trust. 
  
 The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and 
  

 23 








 will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes. 
  
 Section 2.05    Holder Lists. 
  
 The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a). 
  
 Section 2.06    Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: 
  
 (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; or 
  
 (2) there has occurred and is continuing a Default or Event
of Default with respect to the Notes. 
  
 Upon the occurrence of
the event (1) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
  
 (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph
(1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
  
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to
the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(1). 
  

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 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 
  
 (A) both: 
  
 (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred
or exchanged; and 
  
 (ii) instructions given in
accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 
  
 (B) both: 
  
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
  
 (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (1) above; 
  
 Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
  
 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following: 
  
 (A) if the transferee
will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  

 25 








 (B) if the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 
  

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
  
 (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  
 (C) such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i)        if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
  
 (ii)        if the
holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect
that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

  

 26 








 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
  
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note. 
  
 (c)
Transfer or Exchange of Beneficial Interests for Definitive Notes. 
  
 (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  
 (B) if such beneficial interest is being transferred to a
QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
  
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
  
 (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable; 
  
 (F) if such
beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (G) if such beneficial interest is being transferred
pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  

 27 








 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar
through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
  
 (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note
only if: 
  
 (A) such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i)        if the
holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item
(1)(b) thereof; or 
  
 (ii)        if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
  

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 (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
not bear the Private Placement Legend. 
  
 (d) Transfer and
Exchange of Definitive Notes for Beneficial Interests. 
  
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global
Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
  
 (B) if such Restricted Definitive Note is being transferred
to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
  
 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
  
 (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable; 
  
 (F) if such
Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  

 29 








 (G) if such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 
  
 (2) Restricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note only if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i)        if the
Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

  
 (ii)        if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
  
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

  

 30 








 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of
the Unrestricted Global Notes. 
  
 If any such
exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
  
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange,
the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly
authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
  
 (1) Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
  
 (A) if the transfer will be made pursuant to Rule 144A, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; and 
  
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
  
 (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
  

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company; 
  

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 (B) any such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement; 
  
 (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i)        if the Holder of such Restricted Definitive Notes
proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
  
 (ii)        if the
Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof; 
  
 and, in each such case
set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the
Holder thereof. 
  
 (f) Exchange Offer. Upon the
occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
  
 (1) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and 
  
 (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and
(C) they are not affiliates (as defined in Rule 144) of the Company. 
  
 Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and
deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 
  

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 (g) Legends. The following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
  
 (1) Private Placement Legend. 
  
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor
or substitution thereof) shall bear the 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, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO 
  

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 THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.” 
  
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2),
(d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 
  
 (2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

  
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE GSI GROUP, INC.” 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE 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. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.” 
  
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global
Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  

 34 








 (i) General Provisions Relating to Transfers and Exchanges. 
  
 (1) To permit registrations of transfers and exchanges, the
Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
  
 (2) No service charge will be made to a Holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
  
 (3) The Registrar will not be required to register the
transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
  
 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (5) Neither the Registrar nor the Company will be required:

  
 (A) to issue, to register the transfer of or
to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 
  
 (B) to register the transfer of or to exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 
  
 (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 
  
 (6) Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and
for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
  
 (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 

 
 (8) All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
  

 

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 Section 2.07    Replacement Notes. 
  
 If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are
met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any
loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. 
  
 Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder. 
  
 Section
2.08    Outstanding Notes. 
  
 The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes
held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.  
  
 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced
Note is held by a protected purchaser. 
  
 If the principal
amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
  
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 
  
 Section 2.09    Treasury Notes. 
  
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes
of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 
  
 Section 2.10    Temporary Notes. 
  
 Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 
  
 Holders of temporary Notes will be entitled to all of the benefits of this Indenture. 
  

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 Section 2.11    Cancellation. 
  
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy
canceled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that
have been delivered to the Trustee for cancellation. 
  
 Section
2.12    Defaulted Interest. 
  
 If the
Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record
date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company
will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the
special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment
date and the amount of such interest to be paid. 
  
 ARTICLE
3 
 REDEMPTION AND PREPAYMENT 
  
 Section 3.01    Notices to Trustee. 
  
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth: 
  
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 
  
 (2) the redemption date; 
  
 (3) the principal amount of Notes to be redeemed; and

  
 (4) the redemption price. 
  
 Section 3.02    Selection of Notes to Be Redeemed or Purchased.

  
 If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis or by lot except: 
  
 (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or 
  
 (2) if otherwise required by law. 
  

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 In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased
will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 
  
 The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole
multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
  
 Section 3.03    Notice of Redemption. 
  
 Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the
Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its 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 pursuant to Articles 8 or 11 hereof. 
  
 The notice will identify the Notes to be redeemed and will state: 
  
 (1) the redemption date; 
  
 (2) the redemption price; 
  
 (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed
and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 
  
 (4) the name and address of the Paying Agent; 
  
 (5) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price; 
  
 (6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 
  
 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and 
  
 (8) that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
  
 At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph. 
  

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 Section 3.04    Effect of Notice of Redemption. 
  
 Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional “provided that any defect in or failure to give notice prescribed by this paragraph
shall not affect the validity of the proceedings for the redemption of any Note. 
  
 Section 3.05    Deposit of Redemption or Purchase Price. 
  
 One Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and
Liquidated Damages, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and Liquidated Damages, if any, on, all Notes to be redeemed or purchased. 
  
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to
the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof. 
  
 Section
3.06    Notes Redeemed or Purchased in Part. 
  
 Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 
  
 Section 3.07    Optional Redemption. 
  
 (a) At any time prior to May 15, 2008, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a
redemption price of 112.000% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more sales of common Equity Interests (other than Disqualified Stock)
of the Company; provided that: 
  
 (1) at
least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
  

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 (2) the redemption occurs within 90 days of the date of the closing of such sale of
Equity Interests. 
  
 (b) Except pursuant to the preceding
paragraph, the Notes will not be redeemable at the Company’s option prior to May 15, 2009. 
  
 (c) On or after May 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period
beginning on May 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	106.000	%
	 2010
	  	103.000	%
	 2011 and thereafter
	  	100.000	%

  
 Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
  
 (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof. 
  
 Section 3.08    Mandatory
Redemption. 
  
 The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes. 
  
 Section
3.09    Offer to Purchase by Application of Excess Proceeds. 
  
 In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified
below. 
  
 The Asset Sale Offer shall be made to all Holders and
all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than
three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same
manner as interest payments are made. 
  
 If the Purchase Date is
on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such
record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
  

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 Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to
the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the
Asset Sale Offer, will state: 
  
 (1) that the
Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 
  
 (2) the Offer Amount, the purchase price and the Purchase Date; 
  
 (3) that any Note not tendered or accepted for payment will continue to accrue interest; 
  
 (4) that, unless the Company defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date; 
  
 (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral
multiples of $1,000 only; 
  
 (6) that Holders
electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to
the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
  

(7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased; 
  
 (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu
Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in
denominations of $1,000, or integral multiples thereof, will be purchased); and 
  
 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered (or transferred by book-entry transfer). 
  
 On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if
less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the
Company, will authenticate and mail or deliver (or cause 
  

 41 








 to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of
the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date. 
  
 Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
  
 ARTICLE 4 
 COVENANTS 
  
 Section 4.01    Payment of Notes. 
  
 The Company will pay or cause to be paid the principal of, premium, if any,
and interest and Liquidated Damages, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on the date due if the Paying Agent, if
other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest
then due. The Company will pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
  
 The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful. 
  
 Section 4.02    Maintenance of Office or Agency. 
  
 The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails 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. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, 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 of any change in the location of any such other office or agency. 
  
 The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof. 
  
  

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 Section 4.03    Reports. 
  
 (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will
furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 
  
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K
if the Company were required to file such reports; and 
  
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. 
  
 All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual
report on Form 10-K will include a report on the Company’s consolidated financial statements by its certified independent accountants. The Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for
public availability whether or not the Company is subject to the periodic reporting requirements of the Exchange Act within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a
filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a).  
  
 The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will
not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

  
 (b) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include the information required with respect to such Subsidiaries by Rule 3-10 of Regulation S-X promulgated by the SEC (or any
successor provision). 
  
 (c) For so long as any Notes
remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
  
 Section 4.04    Compliance Certificate. 
  
 (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled 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 the Company has kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with
respect thereto. 
  

 43 








 (b) So long as not contrary to the then current recommendations of the American Institute of Certified
Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation)
that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof in so far as
it relates to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to
obtain knowledge of any such violation. 
  
 (c) So long as any of
the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company
is taking or proposes to take with respect thereto. 
  
 Section
4.05    Taxes. 
  
 The Company will
pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders. 
  
 Section
4.06    Stay, Extension and Usury Laws. 
  
 The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury
law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (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, by resort to any such law, 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 has been enacted. 
  
 Section
4.07    Restricted Payments. 
  
 (a)
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 
  
 (1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or
any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable
to the Company or a Restricted Subsidiary of the Company); 
  
 (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company; 
  

 44 








 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or 
  
 (4) make any Restricted Investment 
  
 (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

  
 unless, at the time of and after giving effect to such Restricted Payment:

  
 (1) no Default or Event of Default has
occurred and is continuing or would occur as a consequence of such Restricted Payment; 
  
 (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; 
  
 (3) (a) the Company’s Leverage Ratio is not more than
3.5 to 1 and (b) the Company’s Liquidity is not less than $15.0 million (or the equivalent thereof in one or more foreign currencies); and 
  
 (4) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (7), (8), (9), (10) and (11) of paragraph (b) of this Section 4.07, is less than the sum, without duplication of: 
  
 (A) 50% of the Consolidated Net Income of the Company for
the period (taken as one accounting period) from the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus 
  
 (B) 100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common
equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company
that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus 
  
 (C) to the extent that any Restricted Investment that was
made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus 
  
 (D) to the extent that any Unrestricted Subsidiary of the
Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation;
plus 
  

 45 








 (E) 100% of any dividends received by the Company or a Restricted Subsidiary of the
Company that is a Guarantor after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period; plus

  
 (F) $5.0 million. 
  
 (b) So long as no Default or Event of Default has occurred and is continuing
or would be caused thereby, the provisions of Section 4.07(a) hereof will not prohibit: 
  
 (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the
dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; 
  
 (2) the making of any Restricted Payment in exchange for, or
out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity
capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (4)(B) of Section 4.07(a); 
  
 (3) the repurchase, redemption, defeasance or other
acquisition or retirement for value of Indebtedness of the Company or any Subsidiary Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially concurrent incurrence of
Permitted Refinancing Indebtedness; 
  
 (4) the
payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 
  
 (5) the repurchase of Equity Interests deemed to occur upon
the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; 
  
 (6) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of
the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage test described in Section 4.09 hereof; 
  
 (7) Permitted Payments to Holdco; 
  
 (8) payments made with respect to extinguishment of fraction shares (whether in connection with the
exercise of warrants, stock options or other securities convertible into or exchangeable for Equity Interests or otherwise), or the repurchase, redemption or other acquisition of odd-lot shares not to exceed $250,000 in the aggregate; 
  
 (9) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any officer, 
  

 46 








 director or employee of the Company or any of its Restricted Subsidiaries upon the retirement,
disability or death of such officer, director or employee pursuant to any stock option agreement, stockholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests may not exceed $1.5 million in any calendar year; 
  
 (10) the redemption of the Company’s 10 1⁄4% Senior Subordinated Notes due 2007 on or about the 30th day after the date of this Indenture pursuant to a notice of redemption issued with respect thereto on the
date of this Indenture; and 
  
 (11) other
Restricted Payments so long as (i) such Restricted Payments are Restricted Investments, (ii) at the time of incurrence of such Restricted Payments, the Company and its Restricted Subsidiaries meet the requirements of the second clause (3) of the
first paragraph of this section and (iii) such Restricted Payments do not in the aggregate exceed $5.0 million since the date of this Indenture; provided, however, that no Restricted Payment permitted under this clause (11) shall be permitted
if it is a Restricted Investment in the Sponsor or any of its Affiliates. 
  
 The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose
resolution with respect thereto will be delivered to the Trustee. 
  
 Section
4.08    Dividend and Other Payment Restrictions Affecting Subsidiaries. 
  
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
  
 (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or with
respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; 
  
 (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or 
  
 (3) sell, lease or transfer any of its properties or assets
to the Company or any of its Restricted Subsidiaries. 
  
 (b) The
restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: 
  
 (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are
not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 
  

 47 








 (2) this Indenture, the Notes and the Note Guarantees; 
  
 (3) applicable law, rule, regulation or order; 

 
 (4) any instrument governing Indebtedness or Capital
Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such
acquisition), 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; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 
  
 (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; 
  
 (6) purchase money obligations for property acquired in the
ordinary course of business and Capital Lease Obligations that in each case impose restrictions solely on the property purchased or leased of the nature described in clause (3) of Section 4.08(a); 
  
 (7) any agreement for the sale or other disposition of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; 
  
 (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are not more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 
  
 (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the
assets subject to such Liens; 
  
 (10) provisions
limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s
Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; 
  
 (11) any agreement pursuant to which any Restricted Subsidiary incurs Indebtedness after the date of this Indenture in accordance with
Section 4.09 hereof; provided that the encumbrances or restrictions contained in such agreement are not materially more restrictive with respect to dividend and other payment restrictions that those contained in this Indenture; 
  
 (12) any agreement pursuant to which any Foreign Subsidiary
incurs Indebtedness after the date of this Indenture in accordance with Section 4.09(b)(12) hereof; provided that the encumbrances or restrictions contained in such agreement relate only to one or more Foreign Subsidiaries; and 
  
 (13) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of business. 
  
 Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock. 
  
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, 
  

 48 








 contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and any Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full 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, as the case may be, would have been at least 2.0 to 1,
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 had been issued, as the case may be, at the beginning of such
four-quarter period. 
  
 (b) The provisions of Section 4.09(a)
hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): 
  
 (1) the incurrence by the Company and any Subsidiary Guarantor of additional Indebtedness and letters of credit under Credit Facilities
in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder)
not to exceed the greater of (x) $60.0 million or (y) the difference between (i) the amount of the Borrowing Base as of the date of such incurrence less (ii) the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or
any of its Restricted Subsidiaries since the date of this Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction
thereunder pursuant to Section 4.10 hereof; 
  
 (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; 
  
 (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be
issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement; 
  
 (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the
business of the Company or any of its Restricted Subsidiaries, provided that the aggregate principal amount of any such incurrence does not cause the aggregate principal amount of Indebtedness then outstanding under this clause (4), including
all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), to exceed the greater of $5.0 million and 5.0% of the Company’s Consolidated
Tangible Assets as set forth on the most recent balance sheet of the Company, on a consolidated basis, determined in accordance with GAAP; 
  
 (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3), (4)
or (5) of this Section 4.09(b); 
  

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 (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 
  
 (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Subsidiary
Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor; and

  
 (B) (i) any subsequent issuance or transfer
of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company
or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 
  
 (7) the issuance by any of the Company’s Restricted
Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 
  
 (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than
the Company or a Restricted Subsidiary of the Company; and 
  
 (B) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, 
  
 will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not
permitted by this clause (7); 
  
 (8) the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business; 
  
 (9) the guarantee by the Company or any of the Subsidiary Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Subsidiary Guarantee shall be
subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 
  
 (10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims,
self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business; 
  
 (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; 
  
 (12) the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any time
outstanding pursuant to this clause (12), including all Permitted Refinancing 
  

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 Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (12), not to exceed the greater of (i) $1.0 million (or the equivalent thereof, measured at the time of each incurrence, in applicable foreign currency) and (ii) 7.5% of the Consolidated Tangible Assets of the
Foreign Subsidiaries; and 
  
 (13) the incurrence
by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), not to exceed $15.0 million. 
  
 The Company will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Subsidiary Guarantee on
substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being
secured on a first or junior Lien basis. 
  
 For purposes of
determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above or is entitled to be incurred
pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section
4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1)
of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount and the reclassification of preferred stock as Indebtedness due to a change in accounting principles will not be deemed to be an
incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued.
Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations
in exchange rates or currency values. 
  
 The
amount of any Indebtedness outstanding as of any date will be: 
  
 (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; 
  
 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 
  
 (3) in respect of Indebtedness of another Person secured by
a Lien on the assets of the specified Person, the lesser of: 
  
 (A) the Fair Market Value of such assets at the date of determination; and 
  
 (B) the amount of the Indebtedness of the other Person. 
  

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 Section 4.10    Asset Sales. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  
 (1) the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and 
  
 (2) at least 75% of the consideration received in the Asset
Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following shall be deemed to be cash: 
  
 (A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary
(other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or
such Restricted Subsidiary from further liability; 
  
 (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in any event within 60 days of such Asset Sale, converted by the Company or such Restricted
Subsidiary into cash, to the extent of the cash received in that conversion; and 
  
 (C) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this Section 4.10. 
  
 Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: 
  
 (1) to repay Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness,
to correspondingly reduce commitments with respect thereto; 
  
 (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged in a Permitted Business, if (in case of the acquisition of Capital Stock), after giving effect to any such
acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 
  
 (3) to make a capital expenditure; or 
  
 (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business;

  
 provided that, if during such 365-day period the Company or Restricted
Subsidiary enters into a definitive written agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2), (3) or (4) above, such 365-day period shall be extended with respect to the amount of Net Proceeds so
committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement). 
  
 Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in
any manner that is not prohibited by this Indenture. 
  

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 Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph
of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $7.5 million, within five days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders
of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness
to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
  
 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or
this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance. 
  
 Section 4.11    Transactions with Affiliates. 
  
 (a) The Company will not, and will not permit any of its Restricted
Subsidiaries 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 the Company (each an “Affiliate Transaction”) involving aggregate consideration in excess of $250,000, unless: 
  
 (1) the Affiliate Transaction is on terms that are no less
favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 
  
 (2) the Company delivers to the Trustee: 
  
 (A) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of $2.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with
clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and 
  
 (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $7.5 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national
standing. 
  

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 (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be
subject to the provisions of Section 4.11(a) hereof: 
  
 (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments
pursuant thereto; 
  
 (2) transactions between or
among the Company and/or its Restricted Subsidiaries; 
  
 (3) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company; 
  
 (4) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; 
  
 (5) Restricted Payments that do not violate Section 4.07
hereof; and 
  
 (6) payment of Management Fees.

  
 Section 4.12    Liens. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens. 
  

Section 4.13    Corporate Existence. 
  
 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect: 
  
 (1) its corporate existence, and the corporate, partnership
or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and 
  
 (2) the rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes. 
  
 Section 4.14    Limitation on
Sale and Leaseback Transactions. 
  
 The Company will not,
and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Subsidiary Guarantor may enter into a sale and leaseback transaction if: 
  
 (1) the Company or that Subsidiary Guarantor, as applicable,
could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness
pursuant to the provisions of Section 4.12 hereof; 
  

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 (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to
the Fair Market Value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and

  
 (3) the transfer of assets in that sale and
leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof. 
  
 Notwithstanding the foregoing, clauses (1) and (3) of this Section 4.14 will not apply to the entry by the Company or any of its Restricted Subsidiaries
into a sale and leaseback transaction with respect to the Company’s manufacturing facility located in Assumption, Illinois. 
  
 Section 4.15    Offer to Repurchase Upon Change of Control. 
  
 (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the
“Change of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: 
  
 (1) that the Change of Control Offer is being made pursuant
to this Section 4.15 and that all Notes tendered will be accepted for payment; 
  
 (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the “Change of Control Payment Date”); 
  
 (3) that any Note not tendered will 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 will cease to accrue interest after the Change of Control Payment Date; 
  
 (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent 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 will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
  
 (7) that Holders whose Notes are being purchased only in
part will 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 in principal amount or an integral multiple thereof. 
  

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 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section
4.15 by virtue of such compliance. 
  
 (b) On the Change of
Control Payment Date, the Company will, to the extent lawful: 
  
 (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; 
  
 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and 
  
 (3) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
  
 The Paying Agent will promptly mail (but in any case not later than five
days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a
new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

  
 Notwithstanding anything to the contrary in this Section
4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) 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
Section 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in
payment of the applicable redemption price. 
  
 Section
4.16    Limitation on Issuances of Guarantees of Indebtedness. 
  
 The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary and/or the pledging of such assets on the same basis, as the case may
be, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness. 
  
 The Note Guarantee of a Subsidiary Guarantor will be released: 
  

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including
by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Sections 3.09 or 4.10
hereof; 
  

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 (2) in connection with any sale or other disposition of all of the Capital Stock of that
Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Sections 3.09 or 4.10 hereof;

  
 (3) if the Company designates any Restricted
Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or 
  
 (4) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 hereof. 

 
 Section 4.17    Payments for Consent. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Notes or the Guarantees
unless such consideration is offered to be paid and is paid to all Holders of that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
  
 Section 4.18     Additional Note Guarantees. 
  
 If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture, then the Company will cause that newly acquired or created Domestic Subsidiary to execute a Note Guarantee pursuant to a supplemental indenture substantially in the form of Exhibit F
hereto, in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created to the effect that such supplemental indenture has been duly
authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions); provided that any Domestic
Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. 
  
 Section 4.19    Designation of Restricted and Unrestricted Subsidiaries. 
  
 The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that
designation would not cause a Default or an Event of Default and is otherwise permitted hereunder. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the
Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted (and all Subsidiaries of such Subsidiary) will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

  
 Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted 
  

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 Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is
permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

  
 ARTICLE 5 
 SUCCESSORS 
  
 Section 5.01    Merger, Consolidation, or Sale of Assets. 
  
 The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person,
unless: 
  
 (1) either: 
  
 (A) the Company is the surviving corporation; or 

 
 (B) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States
or the District of Columbia; 
  
 (2) the Person
formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes,
this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; 
  
 (3) immediately after such transaction, no Default or Event of Default exists; and 
  
 (4) the Company or the Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
hereof. 
  
 In addition, the Company will not, directly or
indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 
  
 Clauses (3) and (4) of this Section 5.01 will not apply to: 
  
 (1) a merger of the Company with a wholly-owned Affiliate solely for the purpose of reincorporating the
Company in another U.S. jurisdiction; or 
  

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 (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or
other disposition of assets between or among the Company and its Restricted Subsidiaries. 
  
 Section 5.02    Successor Corporation Substituted. 
  
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties
or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the
Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. 
  
 ARTICLE 6 
 DEFAULTS AND REMEDIES

  
 Section 6.01    Events of Default. 
  
 Each of the following is an “Event of Default”: 

 
 (1) default for 30 days in the payment when due of
interest on, or Liquidated Damages, if any, with respect to, the Notes; 
  
 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; 
  
 (3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections
4.10, 4.15 or 5.01 hereof; 
  
 (4) failure by the
Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other
agreements in this Indenture; 
  
 (5) default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed
by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default: 
  
 (A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or 
  

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 (B) results in the acceleration of such Indebtedness prior to its express maturity,

  
 and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; 
  
 (6) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million (net of any insurance or similar payments received in respect thereof or, if such judgment or decree is covered by
insurance, net of any coverage amounts), which judgments are not paid, discharged or stayed for a period of 60 days following the entry of such judgment; 
  
 (7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 
  
 (A) commences a voluntary case, 
  
 (B) consents to the entry of an order for relief against it in an involuntary case, 
  
 (C) consents to the appointment of a custodian of it or for
all or substantially all of its property, 
  
 (D)
makes a general assignment for the benefit of its creditors, or 
  
 (E) generally is not paying its debts as they become due; 
  
 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (A) is for relief against the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
  
 (B) appoints a custodian of the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or 
  
 (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 
  
 and the order or decree remains unstayed and in effect for 60 consecutive days; and 
  
 (9) except as permitted by this Indenture, any Note
Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its
Note Guarantee. 
  

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 Section 6.02    Acceleration. 
  
 In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company, any
Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. 
  
 Upon any such declaration, the Notes
shall become due and payable immediately. 
  
 The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. 
  
 Section 6.03    Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium and Liquidated Damages, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the
Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
  
 Section 6.04    Waiver of Past Defaults. 
  
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes
(including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration. 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 impair any right consequent thereon. 
  
 Section 6.05    Control by Majority. 
  
 Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability. 
  

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 Section 6.06    Limitation on Suits. 
  
 A Holder may pursue a remedy with respect to this Indenture or the Notes
only if: 
  
 (1) such Holder gives to the Trustee
written notice that an Event of Default is continuing; 
  
 (2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; 
  
 (3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee
against any loss, liability or expense; 
  
 (4)
the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 
  
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee
a direction inconsistent with such request. 
  
 A Holder of a
Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
  
 Section 6.07    Rights of Holders of Notes to Receive Payment. 
  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal,
premium and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder. 
  
 Section 6.08    Collection Suit by Trustee. 
  
 If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 Section 6.09    Trustee May File Proofs of Claim. 
  
 The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes
allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances 
  

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 of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate
in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 Section 6.10    Priorities. 
  
 If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order: 
  
 First:        to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection; 
  
 Second:    to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Liquidated Damages, if any, and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any and interest, respectively; and 
  
 Third:        to the Company or to such party as a court of competent jurisdiction shall
direct. 
  
 The Trustee may fix a record date and payment date
for any payment to Holders of Notes pursuant to this Section 6.10. 
  
 Section
6.11    Undertaking for Costs. 
  
 In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding
Notes. 
  
 ARTICLE 7 
 TRUSTEE 
  
 Section 7.01    Duties of Trustee. 
  
 (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  

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 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
  
 (1) this paragraph does not limit the effect of paragraph
(b) of this Section 7.01; 
  
 (2) the Trustee
will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 6.05 hereof. 
  
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 
  
 (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense. 
  
 (f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
  
 Section 7.02    Rights of Trustee.

  
 (a) The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel
or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  
 (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any agent appointed with due care. 
  

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 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
  
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. 
  
 (f) The Trustee will be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against the losses, liabilities and expenses that might be incurred by it in
compliance with such request or direction. 
  
 (g) Except with
respect to Section 4.01 hereof, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 4. In addition, the Trustee shall not be deemed to have knowledge of an Event of
Default except (i) any Default or Event of Default occurring pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge.

  
 (h) Delivery of reports, information and documents to the
Trustee under Section 4.03 hereof is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
  
 Section 7.03    Individual Rights of Trustee. 
  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with
the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  
 Section 7.04    Trustee’s Disclaimer. 
  
 The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this
Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
  
 Section 7.05    Notice of Defaults. 
  
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
  

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 Section 7.06    Reports by Trustee to Holders of the Notes. 
  
 (a) Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA §
313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

  
 (b) A copy of each report at the time of its mailing to the
Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the
Notes are listed on any stock exchange. 
  
 Section
7.07    Compensation and Indemnity. 
  
 (a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel. 
  
 (b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any
Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The
Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably withheld. 
  
 (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture. 
  
 (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a
Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
  
 (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

  
 (f) The Trustee will comply with the provisions of TIA §
313(b)(2) to the extent applicable. 
  

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 Section 7.08    Replacement of Trustee. 
  
 (a) A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 
  
 (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority
in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 
  
 (1) the Trustee fails to comply with Section 7.10 hereof; 
  
 (2) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy Law; 
  
 (3) a custodian or public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee becomes incapable of acting. 
  
 (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. 
  
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the
then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  
 (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring
Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 
  
 Section 7.09    Successor Trustee by Merger, etc. 
  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act will be the successor Trustee. 
  

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 Section 7.10    Eligibility; Disqualification. 
  
 There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. 
  
 This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA §
310(b). 
  
 Section 7.11    Preferential Collection of
Claims Against Company. 
  
 The Trustee is subject to TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
  
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance. 
  
 The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
  
 Section 8.02    Legal Defeasance and Discharge. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes
(including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all
their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder: 
  
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on, such Notes when such payments are due from the trust
referred to in Section 8.04 hereof; 
  
 (2) the
Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 
  
 (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’
obligations in connection therewith; and 
  
 (4)
this Article 8. 
  

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 Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof. 
  
 Section 8.03    Covenant Defeasance. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “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 will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note
Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(5) hereof will not constitute Events of Default. 
  
 Section
8.04    Conditions to Legal or Covenant Defeasance. 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
  
 (1) the Company must irrevocably deposit with the Trustee, in trust, 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, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and
Liquidated Damages, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date
for payment or to a particular redemption date; 
  
 (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that: 
  
 (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or 
  
 (B) since the date of this Indenture, there has been a
change in the applicable federal income tax law, 
  
 in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
  

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 (3) in the case of an election under Section 8.03 hereof, the Company must deliver to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
  
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by
which the Company or any Guarantor is bound; 
  
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is
a party or by which the Company or any of its Subsidiaries is bound; 
  
 (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company
with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 
  
 (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  
 Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
  
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The Company will pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof 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. 
  
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section
8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  

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 Section 8.06    Repayment to Company. 
  
 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, premium, if any, or Liquidated Damages, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to 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, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not
be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  
 Section 8.07    Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, 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 the Guarantors’ obligations under this Indenture and the
Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or Liquidated Damages, if any, or interest on, any Note following the reinstatement of its obligations, the
Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND
WAIVER 
  
 Section 9.01    Without Consent of Holders of
Notes. 
  
 Notwithstanding Section 9.02 of this Indenture,
the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Note: 
  
 (1) to cure any ambiguity, defect or inconsistency; 
  
 (2) to provide for uncertificated Notes in addition to or in
place of certificated Notes; 
  
 (3) to provide
for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; 
  
 (4) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; 
  

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 (5) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; 
  
 (6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated May 11, 2005, relating to the initial offering of the Notes, to the
extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; 
  
 (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this
Indenture as of the date hereof; or 
  
 (8) to
allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. 
  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise. 
  
 Section
9.02    With Consent of Holders of Notes. 
  
 Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of
the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or
Liquidated Damages, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with
a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 
  
 Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 
  

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 It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the
particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
  
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or
waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this
Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
  
 (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 fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

  
 (3) reduce the rate of or change the time for
payment of interest, including default interest, on any Note; 
  
 (4) waive a Default or Event of Default in the payment of principal of, or premium or Liquidated Damages, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least
a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 
  
 (5) make any Note payable in money other than that stated in the Notes; 
  
 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights
of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on, the Notes; 
  
 (7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

  
 (8) release any Guarantor from any of its
obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or 
  
 (9) make any change in the preceding amendment and waiver provisions. 
  
 Section 9.03    Compliance with Trust Indenture Act. 
  
 Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental indenture that complies with the TIA as then in effect. 
  
 Section 9.04    Revocation and Effect of Consents. 
  

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 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a
continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such
Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every Holder. 
  
 Section 9.05    Notation on or Exchange of Notes. 
  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 

 
 Section 9.06    Trustee to Sign Amendments, etc. 
  
 The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the
Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 
  
 ARTICLE 10 
 NOTE GUARANTEES 
  
 Section
10.01.    Guarantee. 
  
 (a) Subject
to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: 
  
 (1) the principal of, premium and Liquidated Damages, if any, and interest on, the Notes will be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be
promptly 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 any of such other obligations, that same will be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 
  

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 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
  
 (b) The Guarantors hereby agree that their obligations hereunder are 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 of the Notes with respect to any provisions hereof or thereof, 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 a guarantor. Each Guarantor hereby waives diligence, presentment, demand of 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, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes and this Indenture. 
  
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company
or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 
  
 (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. 
  
 Section 10.02.    Limitation on Guarantor Liability. 

 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be
limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance. 
  
 Section
10.03.    Execution and Delivery of Note Guarantee. 
  
 To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 
  

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 Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in
full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
  
 If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
  
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 
  
 In the event that the Company or any of its Restricted Subsidiaries creates
or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 10, to the extent
applicable. 
  
 Section 10.04.    Guarantors May
Consolidate, etc., on Certain Terms. 
  
 Except as otherwise
provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than
the Company or another Guarantor (other than Holdco), unless: 
  
 (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
  
 (2) either: 
  
 (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or
surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the Trustee; or 
  
 (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture,
including without limitation, Section 4.10 hereof. 
  
 In case of
any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the
Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered
to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of
such Note Guarantees had been issued at the date of the execution hereof. 
  

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 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing
contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor. 
  
 Section
10.05.    Releases. 
  
 (a) In the
event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person
that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of
the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the
Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 
  
 (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Note Guarantee. 
  
 (c)
Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
  
 Any Guarantor not released from its obligations under its Note Guarantee as
provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this
Article 10. 
  
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 
  
 Section 11.01    Satisfaction and Discharge. 
  
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
  
 (1) either: 
  
 (a) all Notes that have been authenticated, except lost,
stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 
  

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 (b) all Notes that have not been delivered to the Trustee for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the 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 the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; 
  
 (2) no Default or Event of Default has occurred and is
continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
  
 (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 
  
 (4) the Company has delivered irrevocable instructions to
the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 
  
 In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied. 
  
 Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this
Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
  
 Section 11.02    Application of Trust Money. 
  
 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof
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 and Liquidated Damages, if any) and interest for whose payment such money has been deposited with the Trustee; but such money 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 11.01 hereof 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 11.01 hereof; provided that if the Company has
made any payment of principal of, premium or Liquidated Damages, if any, or 
  

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 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 12 
 MISCELLANEOUS 
  
 Section 12.01    Trust Indenture Act Controls. 
  
 If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA §318(c), the imposed duties will control. 
  
 Section
12.02    Notices. 
  
 Any notice or
communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier
guaranteeing next day delivery, to the others’ address: 
  
 If to the Company and/or any Guarantor: 
  
 The GSI
Group, Inc. 
 1004 E. Illinois Street 
 Assumption, IL 62510 
 Facsimile No.: (        )
        -           
 Attention:  Russell Mello 
  
 With a copy
to:             
  
 ____________________ 
  
 ____________________ 
  
 Facsimile No.:
(        )         -           
 Attention:
                                       

 
 If to the Trustee: 
 U.S. Bank National Association 
 60
Livingston Avenue 
 EP-MN-WS3C 
 St. Paul, MN 55107-2292 
 Facsimile No.: (651) 495-8097 
 Attention: Rick Prokosch 
  
 The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or
communications. 
  
 All notices and communications (other than
those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
  

 79 








 Any notice or communication to a Holder will be mailed by first class mail, certified or registered,
return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether
or not the addressee receives it. 
  
 If the Company mails a
notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time. 
  
 Section 12.03    Communication by Holders of Notes with Other Holders of Notes. 
  
 Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 Section 12.04    Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

  
 (1) an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and 
  
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied. 
  
 Section
12.05    Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions
of TIA § 314(e) and must include: 
  
 (1) a
statement that the Person making such certificate or opinion has read such covenant or condition; 
  
 (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 such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

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

 80 








 Section 12.06    Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  
 Section 12.07    No Personal Liability of Directors, Officers, Employees and Stockholders. 
  
 No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities
under the federal securities laws. 
  
 Section
12.08    Governing Law. 
  
 THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 Section
12.09    No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture. 
  
 Section
12.10    Successors. 
  
 All
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 10.05 hereof. 
  
 Section
12.11    Severability. 
  
 In case any
provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 
  
 Section 12.12    Counterpart Originals. 
  
 The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement. 
  
 Section 12.13    Table of Contents, Headings, etc. 
  
 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will
in no way modify or restrict any of the terms or provisions hereof. 
  

 81 








  
  
 [Signatures on following page] 
  
  


 82 








 SIGNATURES 
  

 
 Dated as of May 16, 2005 
  

			
	THE GSI GROUP, INC.
	
	 [NAME OF GUARANTOR(S)]
  
 By:__________________________________________

	 	 	Name:
	 	 	Title:
	
	  
 GSI HOLDINGS
CORP.

	
	  
 By:__________________________________________

	 	 	Name:
	 	 	Title:
	
	  
 U.S. BANK NATIONAL
ASSOCIATION

	
	  
 By:__________________________________________

	 	 	    Name:
	 	 	    Title:









 EXHIBIT A 
  
  
 [Face of Note] 


CUSIP                     
 ISIN                     
  
 12% Senior Notes due 2013 
  

			
	 No.___
	 	$____________

  
 THE GSI GROUP, INC.

  
 promises to pay to
                                        
or registered assigns, 
  
 the principal sum of
                                        
                                        
                     DOLLARS on May 15, 2013. 
  
 Interest Payment Dates: May 15 and November 15 
  
 Record Dates: May 1 and November 1 
  
 Dated:                     , 200   

 

			
	THE GSI GROUP, INC.
	
	By:_______________________________
	 	 	Name:
	 	 	Title:


  
 This is one of the Notes
referred to 
 in the within-mentioned Indenture: 
  
 U.S. Bank National Association, 
     as Trustee 
  

			
	By:_______________________________
	 	 	  Authorized Signatory

  

  

 A-1 








 [Back of Note] 
 12% Senior Notes due 2013 
  
 [Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
  
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
  
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 (1)
INTEREST.  The GSI Group, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 12% per annum from
                                , 20     until maturity
and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on
                     and
                     of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the
first Interest Payment Date shall be                                 ,
20    . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  
 (2) METHOD OF PAYMENT.  The
Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. 
  
 (3) PAYING AGENT AND REGISTRAR.  Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  

 A-2 








 (4) INDENTURE. The Company issued the Notes under
an Indenture dated as of May 16, 2005 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA.
The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 
  
 (5) OPTIONAL
REDEMPTION. 
  
 (a) Except as
set forth in subparagraph (b) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to May 15, 2009. On or after May 15, 2009, the Company will have the option to redeem all or a part of the Notes upon not less than 30
nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if
redeemed during the twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	106.000	%
	 2010
	  	103.000	%
	 2011 and thereafter
	  	100.000	%


  
 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
  
 (b) Notwithstanding the provisions of subparagraph (a) of
this Paragraph 5, at any time prior to May 15, 2008, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 112.000% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any to the redemption date, with the net cash proceeds of one or more sales of common Equity Interests (other than Disqualified Stock) of the Company; provided that at least 65% of the aggregate
principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the
date of the closing of such sale of Equity Interests. 
  
 (6) MANDATORY REDEMPTION. 
  
 The Company is not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  
 (7) REPURCHASE AT THE OPTION OF HOLDER.

  
 (a) If there is a Change of Control, the
Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated 
  

 A-3 








 Damages, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture. 
  
 (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $7.5 million, the Company will commence
an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales
of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness 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 Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth
in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted
Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company
prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
  
 (8) NOTICE OF REDEMPTION.  Notice of
redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its 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 or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed. 
  
 (9) DENOMINATIONS, TRANSFER,  EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer
of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

  
 (10) PERSONS
DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes. 
  
 (11) AMENDMENT, SUPPLEMENT AND
WAIVER.  Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the 
  

 A-4 








 Holders of at least a majority in aggregate principal amount of the then outstanding Notes including
Additional Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note
Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the
Company’s Offering Memorandum dated May 11, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the
Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes. 
  
 (12)
DEFAULTS AND REMEDIES.  Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to the Notes;
(ii) default in the payment when due of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) failure by the
Company or any of its Restricted Subsidiaries to comply with Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements
relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii)
certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
and (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on its behalf, denies
or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action
or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Liquidated
Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the 
  

 A-5 








 Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
  
 (13) TRUSTEE DEALINGS
WITH COMPANY.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal
with the Company or its Affiliates, as if it were not the Trustee. 
  
 (14) NO RECOURSE AGAINST OTHERS.  A director, officer, employee, incorporator or stockholder of the Company or any of the
Guarantors, as such, will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
  
 (15) AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent. 
  
 (16) ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

 
 (17) ADDITIONAL RIGHTS
OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition
to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of May 16, 2005, among the Company,
the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
  
 (18) 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 the Trustee may 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. 
  
 (19)
GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  

 A-6 








 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. Requests may be made to: 
  
 The GSI
Group, Inc. 
 1004 E. Illinois Street 
 Assumption, IL 62510

 Attention: Russell Mello 
  

 A-7 








 ASSIGNMENT FORM 
  
  
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:  ____________________________________________________________	 	 
	                                       
                                 (Insert assignee’s legal name)

  
 ___________________________________________________________________________________________________________ 
 (Insert assignee’s
soc. sec. or tax I.D. no.) 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
 (Print or type
assignee’s name, address and zip code) 
  
 and irrevocably
appoint  ___________________________________________________________________________ 
 to transfer this Note on the books of the Company. The agent
may substitute another to act for him. 
  
 Date:  _______________________ 
  

			
	Your Signature:  ____________________________________
	 	 	(Sign exactly as your name appears on the face of this Note)


 Signature Guarantee*:  ________________________________________ 
  

	*        	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-8 








 OPTION OF HOLDER TO ELECT
PURCHASE 
  
 If you want to elect to have this Note
purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  

					
	¬(Section 4.10	  	 	  	 ¬(Section 4.15


  
 If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 
  

$_______________ 
  
 Date:  _________________ 
  

			
	Your Signature:  ______________________________
	 	 	(Sign exactly as your name appears on the face of this Note)
	
	Tax Identification No.:  ________________________


  
 Signature
Guarantee*:  ______________________ 
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-9 








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE * 
  
 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made: 
  
  


									
	Date of Exchange	 	 Amount of decrease in
 Principal Amount at
 maturity
 of this Global Note
	 	 Amount of increase in
 Principal Amount at
 maturity
 of this Global Note
	 	 Principal Amount at
 maturity
 of this Global Note
 following such
 decrease (or increase)
	 	 Signature of authorized
 officer of Trustee or
 Custodian


  
  
  
  
  
  
  
  
  
  
  

	*	This schedule should be included only if the Note is issued in global form.  

  

 A-10 








 EXHIBIT B 
  
  
 FORM OF CERTIFICATE OF TRANSFER 
  
  
 The GSI Group,
Inc. 
 1004 E. Illinois Street 
 Assumption, IL 62510 

 
 U.S. Bank National Association 
 60 Livingston Avenue 
 EP-MN-WS3C 
 St. Paul, MN 55107-2292 
 Facsimile No.:  (651) 495-8097 

Attention:    Rick Prokosch 
  
 Re:    12% Senior Notes due 2013 
  
 Reference is hereby made to the Indenture, dated as of May 16, 2005 (the “Indenture”), among The GSI Group, Inc., as issuer (the
“Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
                                       
  , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$                     in such Note[s] or interests (the “Transfer”), to
                                        
         (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
  
 [CHECK ALL THAT APPLY] 
  
 1.     ̈    Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule
144A.    The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further
certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer
is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 2.     ̈    Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation
S.    The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation 
  

 B-1 








 S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements
of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).
Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 3.     ̈    Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S.    The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 
  
 (a)         ̈    such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
  
 or 
  
 (b)         ̈    such Transfer is being effected to the Company or a subsidiary thereof; 
  
 or 
  
 (c)         ̈    such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

  
 or 
  
 (d)         ̈    such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less
than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note
and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 
  
 4.     ̈    Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
  
 (a)     ̈    Check if Transfer is pursuant to Rule
144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer 
  

 B-2 








 restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture. 
  
 (b)     ̈    Check if Transfer is Pursuant to Regulation S.    (i) The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
  
 (c)     ̈    Check if Transfer is Pursuant to Other Exemption.    (i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes
and in the Indenture. 
  
 This certificate and the statements
contained herein are made for your benefit and the benefit of the Company. 
  
  

			
	 ______________________________________________

	 	 	     [Insert Name of Transferor]
  

	
	 By:__________________________________________

	 	 	    Name:
	 	 	    Title:


  
 Dated:    _______________________ 
  

 B-3 








  

											
				
	 	    	 	  	 	  	         ANNEX A TO CERTIFICATE OF TRANSFER

		
	 1.
	    	The Transferor owns and proposes to transfer the following:
	
	 [CHECK ONE OF (a) OR (b)]

				
	 	    	 	  	(a)	  	 ̈    a beneficial interest in the:
						
	 	    	 	  	 	  	(i)	    	 ̈	  	144A Global Note (CUSIP                 , or
						
	 	    	 	  	 	  	(ii)	    	 ̈	  	Regulation S Global Note (CUSIP                 ), or
						
	 	    	 	  	 	  	(iii)	    	 ̈	  	IAI Global Note (CUSIP                 ); or
				
	 	    	 	  	(b)	  	 ̈    a Restricted Definitive Note.
		
	2.	    	After the Transfer the Transferee will hold:
	
	 [CHECK ONE]

					
	 	    	 	  	(a)	  	 ̈	    	a beneficial interest in the:
						
	 	    	 	  	 	  	(i)	    	 ̈	  	144A Global Note (CUSIP                 ), or
						
	 	    	 	  	 	  	(ii)	    	 ̈	  	Regulation S Global Note (CUSIP                 ), or
						
	 	    	 	  	 	  	(iii)	    	 ̈	  	IAI Global Note (CUSIP                 ); or
						
	 	    	 	  	 	  	(iv)	    	 ̈	  	Unrestricted Global Note (CUSIP                 ); or
				
	 	    	 	  	(b)	  	 ̈    a Restricted Definitive Note; or
				
	 	    	 	  	(c)	  	 ̈    an Unrestricted Definitive Note,
			
	 	    	 	  	in accordance with the terms of the Indenture.

  

 B-4 








 EXHIBIT C 
  
  
 FORM OF CERTIFICATE OF EXCHANGE 
  
 The GSI Group, Inc. 
 1004 E. Illinois Street 
 Assumption, IL 62510 
  
 U.S. Bank National Association 
 60 Livingston
Avenue 
 EP-MN-WS3C 
 St. Paul, MN 55107-2292 
 Facsimile No.:  (651) 495-8097 
 Attention:    Rick Prokosch 
  
  
 Re:    12% Senior Notes due 2013 
  
 (CUSIP
                        ) 
  
 Reference is hereby made to the Indenture, dated as of May 16, 2005 (the “Indenture”), among The GSI Group, Inc., as issuer (the
“Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
                                     , (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                 in
such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
  
 1.         Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for
Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 
  
 (a)     ̈    Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note.    In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted
Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  
 (b)     ̈    Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.    In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United
States. 
  

 C-1 








 (c)     ̈    Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.    In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  
 (d)     ̈    Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.    In connection with the Owner’s
Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  
 2.         Exchange of
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
  
 (a)     ̈    Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.    In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note
and in the Indenture and the Securities Act. 
  
 (b)     ̈    Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note.    In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any
state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
  
 This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 
  
  

	
	______________________________________________
	 [Insert Name of Transferor]
  



  

 C-2 









			
	
	 By:    __________________________________________

	 	 	Name:
	 	 	Title:


  
 Dated:    _______________________ 
  

 C-3 








 EXHIBIT D 
  
  
 FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 
  
 The GSI Group, Inc. 
 1004 E. Illinois Street 
 Assumption, IL 62510 
  
 U.S. Bank National Association 
 60 Livingston Avenue 
 EP-MN-WS3C 
 St. Paul, MN 55107-2292 
 Facsimile No.:  (651) 495-8097 
 Attention:    Rick Prokosch 
  
 Re:    12% Senior Notes due 2013  
  
 Reference is hereby made to the Indenture, dated as of May 16, 2005 (the
“Indenture”), among The GSI Group, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture. 
  
 In connection with our
proposed purchase of $                     aggregate principal amount of: 
  
 (a)     ̈        a beneficial interest in a Global Note, or 
  
 (b)     ̈        a Definitive Note, 
  
 we confirm that: 
  
 1.         We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 

 
 2.         We understand that the
offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a
“qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to
the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the
Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities
Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 
  

 D-1 








 3.        We understand that, on any proposed resale of the Notes
or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the
foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 
  
 4.        We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act) and 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 and any accounts for which we are acting
are each able to bear the economic risk of our or its investment. 
  
 5.        We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”)
as to each of which we exercise sole investment discretion. 
  
 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. 
  
  
  

			
	 ______________________________________________

	 	 	     [Insert Name of Accredited Investor]
  

	
	 By:__________________________________________

	 	 	    Name:
	 	 	    Title:


  
 Dated:    _______________________ 
  

 D-2 








 EXHIBIT F 
  
  
 FORM OF NOTATION OF GUARANTEE 
  
 For value received, each Guarantor (which term includes any successor Person
under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of May 16, 2005 (the “Indenture”) among The GSI Group,
Inc., (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and Liquidated Damages, if
any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to
the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 
  
 Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 
  

			
	 [NAME OF GUARANTOR(S)]
  

	
	 By:__________________________________________

	 	 	    Name:
	 	 	    Title:


  

 E-1 








 EXHIBIT F 
  
  
 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 The GSI Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to
herein) and U.S. Bank National Association, 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 May 16, 2005 providing for the issuance of 12% Senior Notes due 2013 (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 “Note Guarantee”); and

  
 WHEREAS, pursuant to Section 9.01 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 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 10 thereof. 
  
 4.        NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 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. 
  
 5.        NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 6.        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. 
  

 F-1 








 7.        EFFECT OF
HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof. 
  
 8.        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. 
  

 F-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:
	
	  
 THE GSI GROUP,
INC. 

	
	  
 By:    __________________________________________

	 	 	Name:
	 	 	Title:
	
	  
 [EXISTING GUARANTORS]


	
	  
 By:    __________________________________________

	 	 	Name:
	 	 	Title:
	
	  
 [TRUSTEE],
   as Trustee

	
	By:    __________________________________________
	 	 	Authorized Signatory
	 	 	 


  

 F-3