EXHIBIT 4.1


 




 


 





MAC-GRAY CORPORATION


Issuer


 


SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE
PAGES HERETO


 


75/8 % Senior Notes Due
2015


 


 










 


INDENTURE


 


Dated as of August 16, 2005


 


 










 


WACHOVIA BANK, NATIONAL ASSOCIATION


Trustee




 


 





 



















CROSS-REFERENCE TABLE


 


	
  TIA

  Section

  	
   

  	
  Indenture

  Section

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.10

  	
   

  
	
  (a)(2)

  	
   

  	
  7.10

  	
   

  
	
  (a)(3)

  	
   

  	
  N.A.

  	
   

  
	
  (a)(4)

  	
   

  	
  N.A.

  	
   

  
	
  (b)

  	
   

  	
  7.08; 7.10

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
  7.11

  	
   

  
	
  (b)

  	
   

  	
  7.11

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
  2.05

  	
   

  
	
  (b)

  	
   

  	
  11.03

  	
   

  
	
  (c)

  	
   

  	
  11.03

  	
   

  
	
  313(a)

  	
   

  	
  7.06

  	
   

  
	
  (b)(1)

  	
   

  	
  N.A.

  	
   

  
	
  (b)(2)

  	
   

  	
  7.06

  	
   

  
	
  314(a)

  	
   

  	
  4.02; 4.14

  	
   

  
	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
  (c)(1)

  	
   

  	
  11.04

  	
   

  
	
  (c)(2)

  	
   

  	
  11.04

  	
   

  
	
  (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
  (d)

  	
   

  	
  N.A.

  	
   

  
	
  (e)

  	
   

  	
  11.05

  	
   

  
	
  (f)

  	
   

  	
  4.14

  	
   

  
	
  315(a)

  	
   

  	
  7.01

  	
   

  
	
  (b)

  	
   

  	
  7.05; 11.02

  	
   

  
	
  (c)

  	
   

  	
  7.01

  	
   

  
	
  (d)

  	
   

  	
  7.01

  	
   

  
	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  316(a)(last sentence)

  	
   

  	
  11.06

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  6.04

  	
   

  
	
  (a)(2)

  	
   

  	
  N.A.

  	
   

  
	
  (b)

  	
   

  	
  6.07

  	
   

  
	
  317(a)(1)

  	
   

  	
  6.08

  	
   

  
	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
  (b)

  	
   

  	
  2.04

  	
   

  
	
  318(a)

  	
   

  	
  11.01

  	
   

  



 


N.A. means Not Applicable.


 










Note:  This Cross-Reference Table shall not, for any
purpose, be deemed to be part of this Indenture.


 



















TABLE OF
CONTENTS


 


	
  Article 1

  

  Definitions and Incorporation by Reference

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
   

  
	
  SECTION 1.02.

  	
  Other Definitions

  	
   

  
	
  SECTION 1.03.

  	
  Incorporation by Reference of Trust
  Indenture Act

  	
   

  
	
  SECTION 1.04.

  	
  Rules of Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 2

  

  The Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Form and Dating

  	
   

  
	
  SECTION 2.02.

  	
  Execution and Authentication

  	
   

  
	
  SECTION 2.03.

  	
  Registrar and Paying Agent

  	
   

  
	
  SECTION 2.04.

  	
  Paying Agent to Hold Money in Trust

  	
   

  
	
  SECTION 2.05.

  	
  Securityholder Lists

  	
   

  
	
  SECTION 2.06.

  	
  Transfer and Exchange

  	
   

  
	
  SECTION 2.07.

  	
  Replacement Securities

  	
   

  
	
  SECTION 2.08.

  	
  Outstanding Securities

  	
   

  
	
  SECTION 2.09.

  	
  Temporary Securities

  	
   

  
	
  SECTION 2.10.

  	
  Cancellation

  	
   

  
	
  SECTION 2.11.

  	
  Defaulted Interest

  	
   

  
	
  SECTION 2.12.

  	
  CUSIP Numbers and ISINs, etc.

  	
   

  
	
  SECTION 2.13.

  	
  Issuance of Additional Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 3

  

  Redemption

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Notices to Trustee

  	
   

  
	
  SECTION 3.02.

  	
  Selection of Securities to be Redeemed

  	
   

  
	
  SECTION 3.03.

  	
  Notice of Redemption

  	
   

  
	
  SECTION 3.04.

  	
  Effect of Notice of Redemption

  	
   

  
	
  SECTION 3.05.

  	
  Deposit of Redemption Price

  	
   

  
	
  SECTION 3.06.

  	
  Securities Redeemed in Part

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 4

  

  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Payment of Securities

  	
   

  



 


i



















	
  SECTION 4.02.

  	
  SEC Reports

  	
   

  
	
  SECTION 4.03.

  	
  Limitation on Indebtedness

  	
   

  
	
  SECTION 4.04.

  	
  Limitation on Restricted Payments

  	
   

  
	
  SECTION 4.05.

  	
  Limitation on Restrictions on Distributions
  from Restricted Subsidiaries

  	
   

  
	
  SECTION 4.06.

  	
  Limitation on Sales of Assets and
  Subsidiary Stock

  	
   

  
	
  SECTION 4.07.

  	
  Limitation on Affiliate Transactions

  	
   

  
	
  SECTION 4.08.

  	
  Limitation on Line of Business

  	
   

  
	
  SECTION 4.09.

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

  	
   

  
	
  SECTION 4.10.

  	
  Change of Control

  	
   

  
	
  SECTION 4.11.

  	
  Limitation on Liens

  	
   

  
	
  SECTION 4.12.

  	
  Limitation on Sale/Leaseback Transactions

  	
   

  
	
  SECTION 4.13.

  	
  Future Subsidiary Guarantors

  	
   

  
	
  SECTION 4.14.

  	
  Compliance Certificate

  	
   

  
	
  SECTION 4.15.

  	
  Further Instruments and Acts

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 5

  

  Successor Company

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  When Company May Merge or Transfer
  Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 6

  

  Defaults and Remedies

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Events of Default

  	
   

  
	
  SECTION 6.02.

  	
  Acceleration

  	
   

  
	
  SECTION 6.03.

  	
  Other Remedies

  	
   

  
	
  SECTION 6.04.

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 6.05.

  	
  Control by Majority

  	
   

  
	
  SECTION 6.06.

  	
  Limitation on Suits

  	
   

  
	
  SECTION 6.07.

  	
  Rights of Holders to Receive Payment

  	
   

  
	
  SECTION 6.08.

  	
  Collection Suit by Trustee

  	
   

  
	
  SECTION 6.09.

  	
  Trustee May File Proofs of Claim

  	
   

  
	
  SECTION 6.10.

  	
  Undertaking for Costs

  	
   

  
	
  SECTION 6.11.

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 7

  

  Trustee

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Duties of Trustee

  	
   

  
	
  SECTION 7.02.

  	
  Rights of Trustee

  	
   

  
	
  SECTION 7.03.

  	
  Individual Rights of Trustee

  	
   

  
	
  SECTION 7.04.

  	
  Trustee’s Disclaimer

  	
   

  



 


ii



















	
  SECTION 7.05.

  	
  Notice of Defaults

  	
   

  
	
  SECTION 7.06.

  	
  Reports by Trustee to Holders

  	
   

  
	
  SECTION 7.07.

  	
  Compensation and Indemnity

  	
   

  
	
  SECTION 7.08.

  	
  Replacement of Trustee

  	
   

  
	
  SECTION 7.09.

  	
  Successor Trustee by Merger

  	
   

  
	
  SECTION 7.10.

  	
  Eligibility; Disqualification

  	
   

  
	
  SECTION 7.11.

  	
  Preferential Collection of Claims
  Against Company

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 8

  

  Discharge of Indenture; Defeasance

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Discharge of Liability on
  Securities; Defeasance

  	
   

  
	
  SECTION 8.02.

  	
  Conditions to Defeasance

  	
   

  
	
  SECTION 8.03.

  	
  Application of Trust Money

  	
   

  
	
  SECTION 8.04.

  	
  Repayment to Company

  	
   

  
	
  SECTION 8.05.

  	
  Indemnity for Government Obligations

  	
   

  
	
  SECTION 8.06.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 9

  

  Amendments

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Without Consent of Holders

  	
   

  
	
  SECTION 9.02.

  	
  With Consent of Holders

  	
   

  
	
  SECTION 9.03.

  	
  Compliance with Trust Indenture Act

  	
   

  
	
  SECTION 9.04.

  	
  Revocation and Effect of Consents and
  Waivers

  	
   

  
	
  SECTION 9.05.

  	
  Notation on or Exchange of Securities

  	
   

  
	
  SECTION 9.06.

  	
  Trustee to Sign Amendments

  	
   

  
	
  SECTION 9.07.

  	
  Payment for Consent

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 10

  

  Subsidiary Guarantees

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Guarantees

  	
   

  
	
  SECTION 10.02.

  	
  Limitation on Liability

  	
   

  
	
  SECTION 10.03.

  	
  Successors and Assigns

  	
   

  
	
  SECTION 10.04.

  	
  No Waiver

  	
   

  
	
  SECTION 10.05.

  	
  Modification

  	
   

  
	
  SECTION 10.06.

  	
  Release of Subsidiary Guarantor

  	
   

  
	
  SECTION 10.07.

  	
  Contribution

  	
   

  
	
   

  	
   

  	
   

  
	
  Article 11

  

  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Trust Indenture Act Controls

  	
   

  



 


iii



















	
  SECTION 11.02.

  	
  Notices

  	
   

  
	
  SECTION 11.03.

  	
  Communication by Holders with Other Holders

  	
   

  
	
  SECTION 11.04.

  	
  Certificate and Opinion as to Conditions
  Precedent

  	
   

  
	
  SECTION 11.05.

  	
  Statements Required in Certificate or
  Opinion

  	
   

  
	
  SECTION 11.06.

  	
  When Securities Disregarded

  	
   

  
	
  SECTION 11.07.

  	
  Rules by Trustee, Paying Agent and
  Registrar

  	
   

  
	
  SECTION 11.08.

  	
  Legal Holidays

  	
   

  
	
  SECTION 11.09.

  	
  Governing Law

  	
   

  
	
  SECTION 11.10.

  	
  No Recourse Against Others

  	
   

  
	
  SECTION 11.11.

  	
  Successors

  	
   

  
	
  SECTION 11.12.

  	
  Multiple Originals

  	
   

  
	
  SECTION 11.13.

  	
  Table of Contents; Headings

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix A

  	
  –

  	
  Provisions Relating to Initial Securities,
  Additional Securities and Exchange Securities

  	
   

  
	
  Exhibit A

  	
  –

  	
  Form of Initial Security

  	
   

  
	
  Exhibit B

  	
  –

  	
  Form of Exchange Security

  	
   

  
	
  Exhibit C

  	
  –

  	
  Form of Supplemental Indenture

  	
   

  
	
  Exhibit D

  	
  –

  	
  Form of
  Transferee Letter of Representation

  	
   

  



 


iv



















 


INDENTURE dated as of August 16, 2005,
among MAC-GRAY CORPORATION, a Delaware corporation (the “Company”), the
SUBSIDIARY GUARANTORS (as defined
below) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (the “Trustee”).


 


Each party
agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) the Company’s 75/8%
Senior Notes due 2015 issued on the date hereof (the “Original Securities”),
(b) any Additional Securities (as defined herein) that may be issued after
the date hereof (all such Securities in clauses (a) and (b) being
referred to collectively as the “Initial Securities”) and (c) if
and when issued as provided in a Registration Rights Agreement (as defined in
Appendix A hereto (the “Appendix”)), the Company’s 75/8%
Senior Notes due 2015 issued in a Registered Exchange Offer in exchange for any
Initial Securities with substantially similar terms to the Original Securities,
except that such Exchange Securities shall not be subject to additional
interest or transfer restrictions (the “Exchange Securities” and,
together with the Initial Securities, the “Securities”):


 


Article 1



Definitions and Incorporation by Reference


 


SECTION 1.01.                 Definitions.


 


“Additional
Assets” means (1) any assets (other than cash) used in a Related
Business; (2) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company
or another Restricted Subsidiary; or (3) Capital Stock constituting a
minority interest in any Person that at such time is a Restricted Subsidiary; provided,
however, that any such Restricted Subsidiary described in clause (2) or
(3) above is primarily engaged in a Related Business.


 


“Additional Securities” means Securities issued under this
Indenture after the Issue Date and in compliance with Sections 2.13 and
4.03, it being understood that any Securities issued in exchange for or
replacement of any Initial Security issued on the Issue Date shall not be an Additional
Security, including any such Securities issued pursuant to a Registration
Rights Agreement.


 


“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 the purposes
of this definition, “control” when used with respect to any Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.  For
purposes of Sections 4.04, 4.06 and 4.07 only, “Affiliate” shall also mean any
Person that is known to the Company to be a beneficial


 



















owner of Capital Stock representing 5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of
rights or warrants (issued by the Company) to purchase such Capital Stock
(whether or not currently exercisable).


 


“Asset
Disposition” means any sale, lease, transfer or other disposition (or
series of related sales, leases, transfers or dispositions) by the Company or
any Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a “disposition”), of:


 


(1)                                  any shares of Capital
Stock of a Restricted Subsidiary (other than directors’ qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary);


 


(2)                                  all or substantially
all the assets of any division or line of business of the Company or any
Restricted Subsidiary; or


 


(3)                                  any other assets of
the Company or any Restricted Subsidiary outside of the ordinary course of
business of the Company or such Restricted Subsidiary


 


other than, in
the case of clauses (1), (2) and (3) above, (A) a
disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Restricted Subsidiary, (B) for purposes of Section 4.06
only, (i) a disposition that constitutes a Restricted Payment (or would
constitute a Restricted Payment but for the exclusions from the definition
thereof) and that is not prohibited by Section 4.04 and (ii) a
disposition of all or substantially all the assets of the Company in accordance
with Section 5.01, (C) a disposition of assets with a fair market
value of less than $500,000, (D) a disposition of cash or Temporary Cash
Investments and (E) the creation of a Lien (but not the sale or other
disposition of the property subject to such Lien).


 


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


 


“Average
Life” means, as of the date of determination, with respect to any
Indebtedness, the quotient obtained by dividing (1) the sum of the
products of the numbers of years from the date of determination to the dates of
each successive scheduled principal payment of or redemption or similar payment
with respect to such Indebtedness multiplied by the amount of such payment by (2) the
sum of all such payments.


 


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


 


2



















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


 


“Capital
Lease Obligation” means an obligation that is required to be classified and
accounted for as a capital lease for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligation shall
be the capitalized amount of such obligation determined in accordance with
GAAP; and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.  For purposes of Section 4.11, a Capital
Lease Obligation will be deemed to be secured by a Lien on the property being
leased.


 


“Capital
Stock” of any Person means any and all shares, interests (including
partnership interests), rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.


 


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


 


(1)                                  any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act), other
than one or more Permitted Holders, is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of
the Company, whether as a result of issuance of securities of the Company, any
merger, consolidation, liquidation or dissolution of the Company, or any direct
or indirect transfer of securities or otherwise;


 


(2)                                  individuals who on
the Issue Date constituted the Board of Directors (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a
majority of the directors of the Company then still in office who were either
directors on the Issue Date or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office;


 


(3)                                  the adoption of a
plan relating to the liquidation or dissolution of the Company; or


 


(4)                                  the merger or
consolidation of the Company with or into another Person or the merger of
another Person with or into the Company, or the sale of all or substantially
all the assets of the Company (determined on a consolidated basis) to another
Person, other than a transaction following which (A) in the case of a
merger or consolidation transaction, holders of securities that represented
100% of the Voting Stock of the Company immediately prior to such transaction
(or other securities into which such securities are converted as part of such
merger or consolidation transaction) own directly or indirectly at least a
majority of the voting power of the Voting Stock of the surviving Person in
such merger or


 


3



















consolidation transaction immediately after such transaction and (B) in
the case of a sale of assets transaction, each transferee becomes a Subsidiary
Guarantor.


 


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


 


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


 


“Consolidated
Coverage Ratio” as of any date of determination means the ratio of:


 


(1)                                  the aggregate amount
of EBITDA for the period of the most recent four consecutive fiscal quarters
ending at least 45 days prior to the date of such determination to


 


(2)                                  Consolidated Interest
Expense for such four fiscal quarters;


 


provided,
however, that:


 


(A)                              if
the Company or any Restricted Subsidiary has Incurred any Indebtedness since
the beginning of such period that remains outstanding or if the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio is an
Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense
for such period shall be calculated after giving effect on a pro  forma
basis to such Indebtedness (and the application of the proceeds thereof) as if
such Indebtedness had been Incurred (and the application of the proceeds
thereof has been made) on the first day of such period;


 


(B)                                if
the Company or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of such period or if
any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged
(in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and has not been
replaced) on the date of the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
such period shall be calculated on a pro  forma basis as if such
discharge had occurred on the first day of such period and as if the Company or
such Restricted Subsidiary had not earned the interest income actually earned
during such period in respect of cash or Temporary Cash Investments used to
repay, repurchase, defease or otherwise discharge such Indebtedness;


 


(C)                                if
since the beginning of such period the Company or any Restricted Subsidiary
shall have made any Asset Disposition, EBITDA for such period shall be reduced
by an amount equal to EBITDA (if positive) directly


 


4



















attributable
to the assets which are the subject of such Asset Disposition for such period,
or increased by an amount equal to EBITDA (if negative) directly attributable
thereto for such period, and Consolidated Interest Expense for such period
shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with respect
to the Company and its continuing Restricted Subsidiaries in connection with
such Asset Disposition for such period (or, if the Capital Stock of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for such
period directly attributable to the Indebtedness of such Restricted Subsidiary
to the extent the Company and its continuing Restricted Subsidiaries are no
longer liable for such Indebtedness after such sale);


 


(D)                               if
since the beginning of such period the Company or any Restricted Subsidiary (by
merger or otherwise) shall have made an Investment in any Restricted Subsidiary
(or any Person which becomes a Restricted Subsidiary) or an acquisition of
assets, including any acquisition of assets occurring in connection with a
transaction requiring a calculation to be made hereunder, which constitutes all
or substantially all of an operating unit of a business, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving pro
forma effect thereto (including the Incurrence of any Indebtedness) as
if such Investment or acquisition had occurred on the first day of such period;
and


 


(E)                                 if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset
Disposition, any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (C) or (D) above if made by the
Company or a Restricted Subsidiary during such period, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro  forma
effect thereto as if such Asset Disposition, Investment or acquisition had occurred
on the first day of such period.


 


For purposes
of this definition, whenever pro  forma effect is to be given to
an acquisition of assets, the amount of income or earnings relating thereto and
the amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro  forma calculations
shall be determined in good faith by a responsible financial or accounting
Officer of the Company.  If any
Indebtedness bears a floating rate of interest and is being given pro  forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months).  If any Indebtedness is
incurred under a revolving credit facility and is being given pro  forma
effect, the interest on such Indebtedness shall be calculated based on the
average daily balance of such Indebtedness for the four fiscal quarters subject
to the pro 


 


5



















forma
calculation to the extent that such Indebtedness was incurred solely for
working capital purposes.


 


“Consolidated
Current Liabilities” means, as of the date of determination, the aggregate
amount of liabilities of the Company and its consolidated Restricted
Subsidiaries which may properly be classified as current liabilities (including
taxes accrued as estimated), as reflected on the most recent consolidated
balance sheet of the Company, after eliminating (1) all intercompany items
between the Company and any Restricted Subsidiary and (2) all current
maturities of long-term Indebtedness, all as determined in accordance with GAAP
consistently applied.


 


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


 


(1)                                  interest expense
attributable to Capital Lease Obligations;


 


(2)                                  amortization of debt discount
and debt issuance cost;


 


(3)                                  capitalized interest;


 


(4)                                  non-cash interest
expense;


 


(5)                                  commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing;


 


(6)                                  net payments pursuant
to Hedging Obligations;


 


(7)                                  dividends accrued in
respect of all Disqualified Stock of the Company and all Preferred Stock of any
Restricted Subsidiary, in each case, held by Persons other than the Company or
a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock
(other than Disqualified Stock) of the Company); provided, however,
that such dividends will be multiplied by a fraction of the numerator of which
is one and the denominator of which is one minus the effective combined tax
rate of the issuer of such Preferred Stock (expressed as a decimal) for such
period (as estimated by the chief financial officer of the Company in good
faith);


 


(8)                                  interest incurred in
connection with Investments in discontinued operations;


 


(9)                                  interest accruing on
any Indebtedness of any other Person to the extent such Indebtedness is
Guaranteed by (or secured by the assets of) the Company or any Restricted
Subsidiary; and


 


(10)                            the cash contributions to
any employee stock ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay


 


6



















interest or fees to any Person (other than the Company) in connection
with Indebtedness Incurred by such plan or trust.


 


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


 


(1)                                  any net income of any
Person (other than the Company) if such Person is not a Restricted Subsidiary,
except that, subject to the exclusion contained in clause (4) below,
the Company’s equity in the net income of any such Person for such period shall
be included in such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to the Company or a
Restricted Subsidiary as a dividend or other distribution (subject, in the case
of a dividend or other distribution paid to a Restricted Subsidiary, to the
limitations contained in clause (3) below);


 


(2)                                  any net income (or
loss) of any Person acquired by the Company or a Subsidiary in a pooling of
interests transaction (or any transaction accounted for in a manner similar to
a pooling of interests) for any period prior to the date of such acquisition;


 


(3)                                  any net income of any
Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, except that:


 


(A)                              subject to the exclusion
contained in  clause (4) below,
the Company’s equity in the net income of any such Restricted Subsidiary for
such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Restricted Subsidiary
during such period to the Company or another Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution paid to another Restricted Subsidiary, to the limitation contained
in this clause); and


 


(B)                                the Company’s equity in
a net loss of any such Restricted Subsidiary for such period shall be included
in determining such Consolidated Net Income;


 


(4)                                  any gain (or loss)
realized upon the sale or other disposition of any assets of the Company, its
consolidated Subsidiaries or any other Person (including pursuant to any
sale-and-leaseback arrangement) which are not sold or otherwise disposed of in
the ordinary course of business and any gain (or loss) realized upon the sale
or other disposition of any Capital Stock of any Person and, in each case, the
related tax effect;


 


7



















(5)                                  any non-cash gains or
losses in connection with any early extinguishment of Indebtedness or the
termination of any Interest Rate Agreement in connection therewith and, in each
case, the related tax effect;


 


(6)                                  any unrealized gains
or losses incurred in respect of Interest Rate Agreements or Currency
Agreements and the related tax effect;


 


(7)                                  extraordinary gains
or losses and the related tax effect; and


 


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


 


in each case,
for such period.  Notwithstanding the
foregoing, for the purpose of Section 4.04 only, there shall be excluded
from Consolidated Net Income any repurchases, repayments or redemptions of
Investments, proceeds realized on the sale of Investments or return of capital
to the Company or a Restricted Subsidiary to the extent such repurchases,
repayments, redemptions, proceeds or returns increase the amount of Restricted
Payments permitted under Section 4.04(a)(3)(D).


 


“Consolidated
Net Tangible Assets” means, as of any date of determination, the total
amount of assets (less accumulated depreciation and amortization, allowances
for doubtful receivables, other applicable reserves and other properly deductible
items) as reflected on the most recent consolidated balance sheet of the
Company, prepared in accordance with GAAP, and after giving effect to purchase
accounting and after deducting therefrom Consolidated Current Liabilities and,
to the extent otherwise included, the amounts of:


 


(1)                                  minority interests in
consolidated Subsidiaries held by Persons other than the Company or a
Restricted Subsidiary;


 


(2)                                  excess of cost over
fair value of assets of businesses acquired, as determined in good faith by the
Board of Directors;


 


(3)                                  any revaluation or
other write-up in book value of assets subsequent to the Issue Date as a result
of a change in the method of valuation in accordance with GAAP consistently
applied;


 


(4)                                  unamortized debt
discount and expenses and other unamortized deferred charges, goodwill,
patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items;


 


(5)                                  treasury stock;


 


(6)                                  cash set apart and
held in a sinking or other analogous fund established for the purpose of
redemption or other retirement of Capital Stock to the extent such obligation
is not reflected in Consolidated Current Liabilities; and


 


(7)                                  Investments in and
assets of Unrestricted Subsidiaries.


 


8



















“Credit
Agreement” means the Credit Agreement dated as of January 10, 2005,
entered into by and among the Company, Mac-Gray Services, Inc., Intirion
Corporation, the lenders referred to therein and JPMorgan Chase Bank, N.A., as
administrative agent, together with the documents related thereto (including
the term loan and revolving loan notes thereunder, any guarantees and security
documents), as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms,
conditions, covenants and other provisions) from time to time, and any
agreement (and related documents) governing Indebtedness incurred to Refinance,
in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement or
other similar agreement with respect to currency values.


 


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


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock which by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable at the option of the holder) or upon the happening of
any event:


 


(1)                                  matures or is
mandatorily redeemable (other than redeemable only for Capital Stock of such
Person which is not itself Disqualified Stock) pursuant to a sinking fund
obligation or otherwise;


 


(2)                                  is convertible or
exchangeable at the option of the holder for Indebtedness or Disqualified
Stock; or


 


(3)                                  is mandatorily
redeemable or must be purchased upon the occurrence of certain events or
otherwise, in whole or in part,


 


in each case
on or prior to the first anniversary of the Stated Maturity of the Securities; provided,
however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset
sale” or “change of control” occurring prior to the first anniversary of the
Stated Maturity of the Securities shall not constitute Disqualified Stock if (A) the
“asset sale” or “change of control” provisions applicable to such Capital Stock
are not more favorable to the holders of such Capital Stock than the terms
applicable to the Securities in Sections 4.06 and 4.10 and (B) any such
requirement only becomes operative after compliance with such terms applicable
to the Securities, including the purchase of any Securities tendered pursuant
thereto.


 


The amount of
any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were redeemed, repaid or
repurchased on any date on which the amount of such Disqualified Stock is to be


 


9



















determined pursuant to this Indenture; provided, however,
that if such Disqualified Stock could not be required to be redeemed, repaid or
repurchased at the time of such determination, the redemption, repayment or
repurchase price will be the book value of such Disqualified Stock as reflected
in the most recent financial statements of such Person.


 


“Domestic
Subsidiary” means any Restricted Subsidiary of the Company that is not a
Foreign Subsidiary.


 


“EBITDA”
for any period means the sum of Consolidated Net Income, plus the following to
the extent deducted in calculating such Consolidated Net Income:


 


(1)                                  all income tax
expense of the Company and its consolidated Restricted Subsidiaries;


 


(2)                                  Consolidated Interest
Expense;


 


(3)                                  depreciation and
amortization expense of the Company and its consolidated Restricted
Subsidiaries (excluding amortization expense attributable to a prepaid item
that was paid in cash in a prior period); and


 


(4)                                  all other non-cash
charges of the Company and its consolidated Restricted Subsidiaries (excluding
any such non-cash charge to the extent that it represents an accrual of or
reserve for cash expenditures in any future period), less all non-cash items of
income of the Company and its consolidated Restricted Subsidiaries (other than
accruals of revenues by the Company and its consolidated Restricted
Subsidiaries in the ordinary course of business),


 


in each case
for such period.  Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization and non-cash charges of, a Restricted Subsidiary
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion, including by reason of minority interests) that
the net income or loss of such Restricted Subsidiary was included in
calculating Consolidated Net Income and only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior approval (that has not been obtained)
pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its stockholders.


 


“Equity
Offering” means any public or private primary sale of Capital Stock (other
than Disqualified Stock) of the Company after the Issue Date made for cash
(other than (1) any public offering registered on Form S-8 or its
equivalent or successor form and (2) issuances upon the exercise of
options by the holders thereof).


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


10



















“Fair Market Value” means, with respect to any asset other than
cash, the price for such asset that could be negotiated in an arm’s length,
free market transaction, for cash, between a willing seller and a willing and
able buyer, neither of whom is under undue pressure or compulsion to complete
the transaction.  For all purposes of this
Indenture, Fair Market Value of assets other than cash shall be determined in
good faith by the Board of Directors, whose determination will be conclusive
and evidenced by a resolution of the Board of Directors, provided that,
for purposes of Section 4.04(a)(3)(B), the Fair Market Value of assets
other than cash shall be determined in a written opinion from an Independent
Qualified Party if the Fair Market Value of such assets received by the Company
in one transaction or a series of related transactions is reasonably believed
by the Company to exceed $7.5 million.


 


“Foreign Subsidiary” means any Restricted Subsidiary of the
Company that is not organized under the laws of the United States of America or
any State thereof or the District of Columbia.


 


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


 


(1)                                  the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants;


 


(2)                                  statements and
pronouncements of the Financial Accounting Standards Board;


 


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


 


(4)                                  the rules and
regulations of the SEC governing the inclusion of financial statements
(including pro  forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act,
including opinions and pronouncements in staff accounting bulletins and similar
written statements from the accounting staff of the SEC.  All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:


 


(1)                                  to purchase or pay
(or advance or supply funds for the purchase or payment of) any Indebtedness of
any other Person (whether arising by virtue of partnership arrangements or by
agreements to keep-well, to purchase assets, goods, securities or services, to
take-or-pay or to maintain financial statement conditions or otherwise); or


 


11



















(2)                                  entered into for the
purpose of assuring in any other manner the obligee of such Indebtedness of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part);


 


provided,
however, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a
corresponding meaning.  The term “Guarantor”
shall mean any Person Guaranteeing any obligation.


 


“Guarantee Agreement” means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor Guarantees
the Company’s obligations with respect to the Securities on the terms provided
for in this Indenture.


 


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


 


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


 


“Incur”
means issue, assume, Guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness of a Person existing at the time such
Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Person at the
time it becomes a Restricted Subsidiary. 
The term “Incurrence” when used as a noun shall have a correlative
meaning.  Solely for purposes of
determining compliance with Section 4.03:


 


(1)                                  amortization of debt
discount or the accretion of principal with respect to a non-interest bearing
or other discount security;


 


(2)                                  the payment of
regularly scheduled interest in the form of additional Indebtedness of the same
instrument or the payment of regularly scheduled dividends on Capital Stock in
the form of additional Capital Stock of the same class and with the same terms;
and


 


(3)                                  the obligation to pay
a premium in respect of Indebtedness arising in connection with the issuance of
a notice of redemption or the making of a mandatory offer to purchase such
Indebtedness,


 


will be deemed
not to be the Incurrence of Indebtedness.


 


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


 


(1)                                  the principal in
respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or


 


12



















liable, including, in each case, any premium on such indebtedness to
the extent such premium has become due and payable;


 


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


 


(3)                                  all obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such Person and all obligations of such Person
under any title retention agreement (but excluding any accounts payable or
other liability to trade creditors arising in the ordinary course of business);


 


(4)                                  all obligations of
such Person for the reimbursement of any obligor on any letter of credit,
bankers’ acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations
described in clauses (1) through (3) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit
are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the tenth Business Day following payment on the letter
of credit);


 


(5)                                  the amount of all
obligations of such Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock of such Person or, with respect to any
Preferred Stock of any Subsidiary of such Person (other than any Unrestricted
Subsidiary), the principal amount of such Preferred Stock to be determined in
accordance with this Indenture (but excluding, in each case, any accrued
dividends);


 


(6)                                  all obligations of
the type referred to in clauses (1) through (5) of other Persons and
all dividends of other Persons for the payment of which, in either case, such
Person is responsible or liable, directly or indirectly, as obligor, guarantor
or otherwise, including by means of any Guarantee;


 


(7)                                  all obligations of
the type referred to in clauses (1) through (6) of other Persons
secured by any Lien on any property or asset of such Person (whether or not
such obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the fair market value of such property or assets and
the amount of the obligation so secured; and


 


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


 


Notwithstanding
the foregoing, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment
adjustments to which the seller may become entitled to the extent such payment
is determined by a final closing balance sheet or such payment depends on the
performance of such business after the closing; provided, however,
that, at the time of closing, the amount of any such payment is not
determinable and, to the extent such 


 


13



















payment
thereafter becomes fixed and determined, the amount is paid within 30 days
thereafter.


 


The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above; provided, however,
that in the case of Indebtedness sold at a discount, the amount of such
Indebtedness at any time will be the accreted value thereof at such time.


 


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


 


“Independent Qualified Party” means an investment
banking firm, accounting firm or appraisal firm of national standing; provided,
however, that such firm is not an Affiliate of the Company.


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap
agreement or other financial agreement or arrangement with respect to exposure
to interest rates.


 


“Investment”
in any Person means any direct or indirect advance, loan (other than advances
to customers in the ordinary course of business that are recorded as accounts
receivable on the balance sheet of the lender) or other extensions of credit
(including by way of Guarantee or similar arrangement) or capital contribution
to (by means of any transfer of cash or other property to others or any payment
for property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by such Person.  If the Company or any
Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock
of a Person that is a Restricted Subsidiary such that, after giving effect
thereto, such Person is no longer a Restricted Subsidiary, any Investment by
the Company or any Restricted Subsidiary in such Person remaining after giving
effect thereto will be deemed to be a new Investment at such time.  The acquisition by the Company or any
Restricted Subsidiary of a Person that holds an Investment in a third Person
will be deemed to be an Investment by the Company or such Restricted Subsidiary
in such third Person at such time.  Except
as otherwise provided for herein, the amount of an Investment shall be its fair
market value at the time the Investment is made and without giving effect to
subsequent changes in value.


 


For purposes
of the definition of “Unrestricted Subsidiary”, the definition of “Restricted
Payment” and Section 4.04:


 


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


 


14



















“Investment” in such Subsidiary at the time of such redesignation less (B) the
portion (proportionate to the Company’s equity interest in such Subsidiary) of
the fair market value of the net assets of such Subsidiary at the time of such
redesignation; and


 


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


 


“Issue Date”
means August 16, 2005.


 


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


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof).


 


“Net
Available Cash” from an Asset Disposition means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and
proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received and excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other non-cash form), in each case net of:


 


(1)                                  all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all Federal, state, provincial, foreign and local taxes required to be accrued
as a liability under GAAP, as a consequence of such Asset Disposition;


 


(2)                                  all payments made on
any Indebtedness which is secured by any assets subject to such Asset Disposition,
in accordance with the terms of any Lien upon or other security agreement of
any kind with respect to such assets, or which must by its terms, or in order
to obtain a necessary consent to such Asset Disposition, or by applicable law,
be repaid out of the proceeds from such Asset Disposition;


 


(3)                                  all distributions and
other payments required to be made to minority interest holders in Restricted Subsidiaries
as a result of such Asset Disposition;


 


(4)                                  the deduction of
appropriate amounts provided by the seller as a reserve, in accordance with
GAAP, against any liabilities associated with the property or other assets
disposed in such Asset Disposition and retained by the Company or any
Restricted Subsidiary after such Asset Disposition; and


 


15



















(5)                                  any portion of the
purchase price from an Asset Disposition placed in escrow, whether as a reserve
for adjustment of the purchase price, for satisfaction of indemnities in
respect of such Asset Disposition or otherwise in connection with such Asset
Disposition; provided, however, that upon the termination of that
escrow, Net Available Cash will be increased by any portion of funds in the
escrow that are released to the Company or any Restricted Subsidiary.


 


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


 


“Net Fair
Market Value” means, with respect to any assets other than cash received by
the Company in respect of the issuance or sale of its Capital Stock, the Fair
Market Value of such assets, net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof.


 


“Obligations” means, with respect to
any Indebtedness, all obligations for principal, premium, interest, penalties,
fees, indemnifications, reimbursements and other amounts payable pursuant to
the documentation governing such Indebtedness.


 


“Offering
Memorandum” means the Offering Memorandum dated August 10, 2005, and
used in connection with the offering of the Original Securities.


 


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


 


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


 


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


 


“Permitted
Asset Swap” means any transfer of assets by the Company or a Restricted
Subsidiary in which at least 75% of the consideration received by the
transferor consists of Additional Assets; provided that the aggregate
fair market value of the assets being transferred (as determined in good faith
by the Board of Directors) by the Company or a Restricted Subsidiary is not
greater than the aggregate fair market value of the assets received (as
determined in good faith by the Board of Directors) by the Company or such
Restricted Subsidiary in such exchange.


 


“Permitted
Holders” means all stockholders of the Company party to that certain
Stockholders’ Agreement, dated as of June 26, 1997, by and among the
Company and certain stockholders of the Company, as in effect on the Issue
Date, and the


 


16



















Permitted
Transferees thereof (as such term is defined in such Stockholders’ Agreement,
as in effect on the Issue Date), including, without limitation, The
Sandra E. MacDonald 2004 Grantor Retained Annuity Trust dated April 23,
2004, The Daniel W. MacDonald Revocable Living Trust, The Evelyn C.
MacDonald Family Trust for the benefit of Stewart G. MacDonald, Jr.,
The Evelyn C. MacDonald Family Trust for the benefit of Sandra E.
MacDonald, The Evelyn C. MacDonald Family Trust for the benefit of
Daniel W. MacDonald, Stewart G. MacDonald, Jr., Sandra E.
MacDonald, Daniel W. MacDonald, The Stewart G. MacDonald, 1984 Trust,
The Daniel W. MacDonald Trust 1998, the New Century Trust, The
Whitney E. MacDonald GST Trust-1997, The Jonathan S. MacDonald GST
Trust-1997, The Robert C. MacDonald GST Trust-1997, The Whitney E.
MacDonald Gift Trust, The Jonathan S. MacDonald Gift Trust, The
Robert C. MacDonald Gift Trust and Cynthia V. Doggett, and
Richard G. MacDonald, and, with respect to any such Permitted Holder and
to the extent of the Voting Stock of the Company owned by such Permitted
Holder, each Person, if any, who would be deemed to beneficially own Voting
Stock of the Company beneficially owned by such Permitted Holder, including as
a result of acting as trustee or general partner of such Permitted Holder.


 


“Permitted
Investment” means an Investment by the Company or any Restricted Subsidiary
in:


 


(1)                                  the Company, a
Restricted Subsidiary or a Person that will, upon the making of such
Investment, become a Restricted Subsidiary (including, for the avoidance of
doubt, the purchase price); provided, however, that the primary
business of such Restricted Subsidiary is a Related Business;


 


(2)                                  another Person if, as
a result of such Investment, such other Person is merged or consolidated with
or into, or transfers or conveys all or substantially all its assets to, the
Company or a Restricted Subsidiary; provided, however, that the
primary business of such Person is a Related Business;


 


(3)                                  cash and Temporary
Cash Investments;


 


(4)                                  receivables owing to
the Company or any Restricted Subsidiary if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include
such concessionary trade terms as the Company or any such Restricted Subsidiary
deems reasonable under the circumstances;


 


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


 


(6)                                  loans or advances to
employees not to exceed $1.0 million in the aggregate outstanding at any
time;


 


17



















(7)                                  stock, obligations or
securities received in settlement of debts created in the ordinary course of
business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments;


 


(8)                                  any Person to the
extent such Investment represents the non-cash portion of the consideration
received for (A) an Asset Disposition as permitted pursuant to Section 4.06
or (B) a disposition of assets not constituting an Asset Disposition;


 


(9)                                  any Person where such
Investment was acquired by the Company or any of its Restricted Subsidiaries (A) in
exchange for any other Investment or accounts receivable held by the Company or
any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such
other Investment or accounts receivable or (B) as a result of a
foreclosure by the Company or any of its Restricted Subsidiaries with respect
to any secured Investment or other transfer of title with respect to any
secured Investment in default;


 


(10)                            any Person to the extent
such Investments consist of prepaid expenses, negotiable instruments held for
collection and lease, utility and workers’ compensation, performance and other
similar deposits made in the ordinary course of business by the Company or any
Restricted Subsidiary;


 


(11)                            any Person to the extent
such Investments consist of Hedging Obligations otherwise permitted under Section 4.03;


 


(12)                            any Person to the extent
such Investment exists on the Issue Date, and any extension, modification or
renewal of any such Investments existing on the Issue Date, but only to the
extent not involving additional advances, contributions or other Investments of
cash or other assets or other increases thereof (other than as a result of the
accrual or accretion of interest or original issue discount or the issuance of
pay-in-kind securities, in each case, pursuant to the terms of such Investment
as in effect on the Issue Date); and


 


(13)                            Persons to the extent such
Investments, when taken together with all other Investments made pursuant to
this clause (13) and outstanding on the date such Investment is made, do
not exceed $12.5 million.


 


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


 


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


 


18



















(2)                                  Liens imposed by law,
such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums
not yet due or being contested in good faith by appropriate proceedings or
other Liens arising out of judgments or awards against such Person with respect
to which such Person shall then be proceeding with an appeal or other
proceedings for review and Liens arising solely by virtue of any statutory or
common law provision relating to banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution; provided, however, that (A) such
deposit account is not a dedicated cash collateral account and is not subject
to restrictions against access by the Company in excess of those set forth by
regulations promulgated by the Federal Reserve Board and (B) such deposit
account is not intended by the Company or any Restricted Subsidiary to provide
collateral to the depository institution;


 


(3)                                  Liens for taxes or
imposed by any governmental authority, in each case not yet subject to
penalties for non-payment or which are being contested in good faith by
appropriate proceedings;


 


(4)                                  Liens in favor of
issuers of surety bonds or letters of credit issued pursuant to the request of
and for the account of such Person in the ordinary course of its business; provided,
however, that such letters of credit do not constitute Indebtedness;


 


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


 


(6)                                  Liens securing
Indebtedness Incurred to finance the construction, purchase or lease of, or
repairs, improvements or additions to, property, plant or equipment of such
Person; provided, however, that the Lien may not extend to any
other property owned by such Person or any of its Restricted Subsidiaries at
the time the Lien is Incurred (other than assets and property affixed or
appurtenant thereto), and the Indebtedness (other than any interest thereon)
secured by the Lien may not be Incurred more than 180 days after the later
of the acquisition, completion of construction, repair, improvement, addition
or commencement of full operation of the property subject to the Lien;


 


(7)                                  Liens to secure
Indebtedness permitted under Section 4.03(b)(1);


 


(8)                                  Liens existing on the
Issue Date;


 


19























 


(9)                                  Liens on property or
shares of Capital Stock of another Person at the time such other Person becomes
a Subsidiary of such Person; provided, however, that the Liens
may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries (other than assets and property affixed or appurtenant
thereto);


 


(10)                            Liens on property at the
time such Person or any of its Subsidiaries acquires the property, including
any acquisition by means of a merger or consolidation with or into such Person
or a Subsidiary of such Person; provided, however, that the Liens
may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries (other than assets and property affixed or appurtenant
thereto);


 


(11)                            Liens securing Indebtedness
or other obligations of a Subsidiary of such Person owing to such Person or a Wholly
Owned Subsidiary of such Person;


 


(12)                            Liens securing Hedging
Obligations so long as such Hedging Obligations are permitted to be Incurred under
this Indenture;


 


(13)                            Liens to secure any
Refinancing (or successive Refinancings) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clause (6), (8),
(9) or (10); provided, however, that (A) such 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 such Lien at such time is not increased to any amount greater than
the sum of (i) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described under clause (6), (8), (9) or (10) at
the time the original Lien became a Permitted Lien and (ii) an amount
necessary to pay any fees and expenses, including premiums, related to such
refinancing, refunding, extension, renewal or replacement; and


 


(14)                            other Liens that do not, in
the aggregate, secure Indebtedness or other obligations in an aggregate amount
in excess of the greater of (A) $22.5 million and (B) 15.0% of
Consolidated Net Tangible Assets valued as of the date of the Incurrence of
such Indebtedness or other obligation.


 


Notwithstanding the foregoing, “Permitted
Liens” will not include any Lien described in clause (6), (9) or (10) above
to the extent such Lien applies to any Additional Assets acquired directly or
indirectly from Net Available Cash pursuant to Section 4.06.  For purposes of this definition, the term “Indebtedness”
shall be deemed to include interest on such Indebtedness.


 


“Person”
means any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated


 


20



















organization, government or any
agency or political subdivision thereof or any other entity.


 


“Preferred
Stock”, as applied to the Capital Stock of any Person, means Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
shares of Capital Stock of any other class of such Person.


 


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


 


“Purchase
Money Indebtedness” means Indebtedness (including Capital Lease
Obligations) (1) consisting of the deferred purchase price of property,
conditional sale obligations, obligations under any title retention agreement,
other purchase money obligations and obligations in respect of industrial
revenue bonds or similar Indebtedness, in each case where the maturity of such
Indebtedness does not exceed the anticipated useful life of the asset being
financed, and (2) Incurred to finance the acquisition or construction by
the Company or a Restricted Subsidiary of such asset, including additions and
improvements, in the ordinary course of business; provided, however,
that any Lien arising in connection with any such Indebtedness shall be limited
to the specific asset being financed or, in the case of real property or
fixtures, including additions and improvements, the real property on which such
asset is attached; provided  further, however, that such
Indebtedness is Incurred within 180 days after such acquisition or the
completion of such construction of such assets.


 


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


 


“Refinancing
Indebtedness” means Indebtedness that Refinances any Indebtedness of the
Company or any Restricted Subsidiary existing on the Issue Date or Incurred in
compliance with this Indenture, including Indebtedness that Refinances
Refinancing Indebtedness; provided, however, that:


 


(1)                                  such Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being Refinanced;


 


(2)                                  such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced;


 


(3)                                  such Refinancing
Indebtedness has an aggregate principal amount (or if Incurred with original
issue discount, an aggregate issue price) that is equal to or less than the
aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding (plus fees and expenses,


 


21



















including any premium and defeasance costs) under the Indebtedness
being Refinanced; and


 


(4)                                  if the Indebtedness
being Refinanced is subordinated in right of payment to the Securities, such
Refinancing Indebtedness is subordinated in right of payment to the Securities
at least to the same extent as the Indebtedness being Refinanced;


 


provided
further, however, that Refinancing Indebtedness shall not include
(A) Indebtedness of a Subsidiary that Refinances Indebtedness of the
Company or (B) Indebtedness of the Company or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.


 


“Related
Business” means any business in which the Company or any of the Restricted
Subsidiaries was engaged on the Issue Date and any business related, ancillary
or complementary to such business.


 


“Restricted
Payment” with respect to any Person means:


 


(1)                                  the declaration or
payment of any dividends or any other distributions of any sort in respect of
its Capital Stock (including any payment in connection with any merger or
consolidation involving such Person) or similar payment to the direct or
indirect holders of its Capital Stock (other than (A) dividends or
distributions payable solely in its Capital Stock (other than Disqualified
Stock), (B) dividends or distributions payable solely to the Company or a
Restricted Subsidiary and (C) pro  rata dividends or other
distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to
minority stockholders (or owners of an equivalent interest in the case of a
Subsidiary that is an entity other than a corporation));


 


(2)                                  the purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value of any
Capital Stock of the Company held by any Person (other than by a Restricted
Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any
Affiliate of the Company (other than by a Restricted Subsidiary), including in
connection with any merger or consolidation and including the exercise of any
option to exchange any Capital Stock (other than into Capital Stock of the
Company that is not Disqualified Stock);


 


(3)                                  the purchase,
repurchase, redemption, defeasance or other acquisition or retirement for
value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment of any Subordinated Obligations of the Company or any Subsidiary
Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Subordinated Obligations purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of such purchase, repurchase, redemption,
defeasance or other acquisition or retirement); or


 


22



















(4)                                  the
making of any Investment (other than a Permitted Investment) in any Person.


 


“Restricted
Subsidiary” means any Subsidiary of the Company that is not an Unrestricted
Subsidiary.


 


“Sale/Leaseback Transaction” means an
arrangement relating to property owned by the Company or a Restricted
Subsidiary on the Issue Date or thereafter acquired by the Company or a
Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers
such property to a Person and the Company or a Restricted Subsidiary leases it
from such Person.


 


“SEC” means the Securities and Exchange
Commission.


 


“Secured Indebtedness” means any Indebtedness
of the Company secured by a Lien.


 


“Securities Act” means the U.S. Securities
Act of 1933, as amended.


 


“Senior Indebtedness” means with respect to
any Person:


 


(1)           Indebtedness of such Person, whether outstanding on the Issue Date or
thereafter Incurred; and


 


(2)           all other Obligations of such Person (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating
to such Person, whether or not post-filing interest is allowed in such
proceeding) in respect of Indebtedness described in clause (1) above,


 


unless,
in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
provided that such Indebtedness or other Obligations are subordinate in right
of payment to the Securities or the Subsidiary Guarantee of such Person, as the
case may be; provided, however, that Senior Indebtedness shall
not include:


 


(A)          any obligation of such Person to the Company or any Subsidiary;


 


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


 


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


 


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


 


23



















(E)                                 that portion of any
Indebtedness which at the time of Incurrence is Incurred in violation of this
Indenture.


 


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


 


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


 


“Subordinated
Obligation” means, with respect to
a Person, any Indebtedness
of such Person (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the Securities or a Subsidiary Guarantee of such Person, as the case may be, pursuant to a written agreement to
that effect.


 


“Subsidiary”
means, with respect to any Person, any corporation, association, limited
liability company, partnership or other business entity of which more than 50%
of the total voting power of Voting Stock is at the time owned or controlled,
directly or indirectly, by (1) such Person, (2) such Person and one
or more Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person.


 


“Subsidiary
Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s
obligations with respect to the Securities.


 


“Subsidiary
Guarantor” means each Subsidiary of the Company that executes this
Indenture as a guarantor on the Issue Date and each other Subsidiary of the
Company that thereafter guarantees the Securities pursuant to the terms of this
Indenture.


 


“Temporary
Cash Investments” means any of the following:


 


(1)                                  any investment in
direct obligations of the United States of America or any agency thereof or
obligations guaranteed by the United States of America or any agency thereof;


 


(2)                                  investments in demand
and time deposit accounts, certificates of deposit and money market deposits
maturing within 180 days of the date of acquisition thereof issued by a bank or
trust company which is organized under the laws of the United States of
America, any State thereof or any foreign country recognized by the United
States of America, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50.0 million (or the foreign
currency equivalent thereof) and has outstanding debt which is rated “A” (or
such similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the


 


24



















Securities Act) or any money-market fund sponsored by a registered
broker dealer or mutual fund distributor;


 


(3)                                  repurchase
obligations with a term of not more than 30 days for underlying securities
of the types described in clause (1) above entered into with a bank
meeting the qualifications described in clause (2) above;


 


(4)                                  investments in
commercial paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or
any foreign country recognized by the United States of America with a rating at
the time as of which any investment therein is made of “P-1” (or higher)
according to Moody’s Investors Service, Inc. or “A-1” (or higher)
according to Standard and Poor’s Ratings Group;


 


(5)                                  investments in
securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority
thereof, and rated at least “A” by Standard & Poor’s Ratings Group or “A”
by Moody’s Investors Service, Inc.; and


 


(6)                                  investments in money
market funds that invest substantially all their assets in securities of the
types described in clauses (1) through (5) above.


 


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


 


“TLP”
means Tucson Laundry Partners, An Arizona Limited Partnership.


 


“TLP
Partnership Agreement” means the Agreement of Limited Partnership with
respect to TLP between Web Service Company, Inc., a California corporation
and predecessor in interest to Mac-Gray Services, Inc., as general
partner, and Corporate Laundry Partners, an Arizona limited partnership, as the
limited partner, as the same may be amended, supplemented or otherwise
modified.


 


“Trustee”
means Wachovia Bank, National Association, until a successor replaces it and,
thereafter, means the successor.


 


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


 


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


 


25



















“Unrestricted
Subsidiary” means:


 


(1)                                  any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below; and


 


(2)                                  any Subsidiary of an
Unrestricted Subsidiary.


 


The Board of Directors may
designate any Subsidiary of the Company (including any newly acquired or newly
formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or
any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any
Lien on any property of, the Company or any other Subsidiary of the Company
that is not a Subsidiary of the Subsidiary to be so designated; provided,
however, that either (A) the Subsidiary to be so designated has
total assets of $1,000 or less or (B) if such Subsidiary has assets
greater than $1,000, such designation would be permitted under Section 4.04.  The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however,
that immediately after giving effect to such designation (A) the Company
could Incur $1.00 of additional Indebtedness under Section 4.03(a) and
(B) no Default shall have occurred and be continuing.  Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the resolution of the Board of Directors giving effect to such designation
and an Officers’ Certificate certifying that such designation complied with the
foregoing provisions.


 


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


 


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


 


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


 


26



















SECTION 1.02.                 Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  4.07(a)

  	
   

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  4.10(b)

  	
   

  
	
  “covenant defeasance option”

  	
   

  	
  8.01(b)

  	
   

  
	
  “Custodian”

  	
   

  	
  6.01

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Guaranteed Obligations”

  	
   

  	
  10.01

  	
   

  
	
  “Initial Lien”

  	
   

  	
  4.11

  	
   

  
	
  “legal defeasance option”

  	
   

  	
  8.01(b)

  	
   

  
	
  “Offer”

  	
   

  	
  4.06(b)

  	
   

  
	
  “Offer Amount”

  	
   

  	
  4.06(c)(2)

  	
   

  
	
  “Offer Period”

  	
   

  	
  4.06(c)(2)

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Purchase Date”

  	
   

  	
  4.06(c)(1)

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Successor Company”

  	
   

  	
  5.01(a)(1)

  	
   

  



 


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


 


“Commission”
means the SEC;


 


“indenture
securities” means the Securities and the Subsidiary Guarantees;


 


“indenture
security holder” means a Securityholder;


 


“indenture
to be qualified” means this Indenture;


 


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


 


“obligor”
on the indenture securities means the Company, each
Subsidiary Guarantor and any other obligor on the indenture securities.


 


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


 


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


 


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


 


27



















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


 


(3)                                  “or” is not
exclusive;


 


(4)                                  “including” means
including without limitation;


 


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


 


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


 


(7)                                  secured Indebtedness
shall not be deemed to be subordinate or junior to any other secured
Indebtedness merely because it has a junior priority with respect to the same
collateral;


 


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


 


(9)                                  the principal amount
of any Preferred Stock shall be (A) the maximum liquidation value of such
Preferred Stock (excluding the value of any rights that such Preferred Stock has
to participate with common equity upon liquidation) or (B) the maximum
mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock, whichever is greater; and


 


(10)                            all references to the date
the Securities were originally issued shall refer to the Issue Date.


 


Article 2



The Securities


 


SECTION 2.01.                 Form and Dating.  Provisions relating to the Initial Securities
and the Exchange Securities are set forth in the Appendix. The Initial
Securities and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A to the Appendix. 
The Exchange Securities and the Trustee’s certificate of authentication
shall be substantially in the form of Exhibit B to the Appendix.  The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company).  Each Security shall be dated the date of its
authentication.  The Appendix and
Exhibits A and B thereto are hereby incorporated in, and expressly made part
of, this Indenture, and the terms of the Securities set forth in the Appendix and
Exhibits A and B are part of the terms of this Indenture.


 


28



















SECTION 2.02.                 Execution and Authentication.  Two Officers shall sign the Securities for
the Company by manual or facsimile signature.


 


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


 


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


 


The Trustee
shall authenticate and deliver Securities as set forth in the Appendix.


 


The Trustee
may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Securities.  Unless
limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as any Registrar, Paying Agent or agent for service of notices and demands.


 


SECTION 2.03.                 Registrar and Paying Agent.  The Company shall maintain an office or
agency where Securities may be presented for registration of transfer or for
exchange (the “Registrar”) and an office or agency where Securities may
be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the
Securities and of their transfer and exchange. 
The Company may have one or more co-registrars and one or more
additional paying agents.  The term “Paying
Agent” includes any additional paying agent.


 


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


 


The Company
initially appoints the Trustee as Registrar and Paying Agent in connection with
the Securities.


 


SECTION 2.04.                 Paying Agent to Hold Money in Trust.  Prior to each due date of the principal and
interest on any Security, the Company shall deposit with the Paying Agent a sum
sufficient to pay such principal and interest when so becoming due.  The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold
in trust for the benefit of Securityholders or the Trustee all money held by
the Paying Agent for the payment of principal of or interest on the Securities
and shall notify the Trustee of any default by the Company in making any such


 


29



















payment.  If the Company or a Subsidiary acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund.  The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed by the Paying Agent.  Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.


 


SECTION 2.05.                 Securityholder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Securityholders. 
If the Trustee is not the Registrar, the Company shall furnish to the
Trustee, in writing at least five 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 Securityholders.


 


SECTION 2.06.                 Transfer and Exchange.  The Securities shall be issued in registered
form and shall be transferable only upon the surrender of a Security for
registration of transfer.  When a
Security is presented to the Registrar or a co-registrar with a request to
register a transfer, the Registrar shall register the transfer as requested if
the requirements of this Indenture and Section 8-401(a) of the
Uniform Commercial Code are met.  When
Securities are presented to the Registrar or a co-registrar with a request to
exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met.


 


SECTION 2.07.                 Replacement Securities.  If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that the Security has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Security if the requirements of Section 8-405
of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. 
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced.  The Company and the Trustee
may charge the Holder for their expenses in replacing a Security.


 


Every replacement
Security is an additional Obligation of the Company.


 


SECTION 2.08.                 Outstanding Securities.  Securities outstanding at any time are all
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section as
not outstanding.  A Security does not
cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.


 


If a Security
is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a protected purchaser (as defined in Section 8-303
of the Uniform Commercial Code).


 


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If the Paying
Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date money sufficient to pay all principal and
interest payable on that date with respect to the Securities (or portions
thereof) to be redeemed or maturing, as the case may be, then on and after that
date such Securities (or portions thereof) cease to be outstanding and interest
on them ceases to accrue.


 


SECTION 2.09.                 Temporary Securities.  Until Definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities.  Temporary Securities shall
be substantially in the form of Definitive Securities but may have variations
that the Company considers appropriate for temporary Securities.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Securities and deliver
them in exchange for temporary Securities.


 


SECTION 2.10.                 Cancellation.  The Company at any time may deliver
Securities to the Trustee for cancellation. 
The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else
shall cancel and destroy (subject to the record retention requirements of the
Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such destruction
to the Company unless the Company directs the Trustee to deliver canceled
Securities to the Company.  The Company
may not issue new Securities to replace Securities it has redeemed, paid or
delivered to the Trustee for cancellation.


 


SECTION 2.11.                 Defaulted Interest.  If the Company defaults in a payment of
interest on the Securities, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful
manner.  The Company may pay the
defaulted interest to the persons who are Securityholders on a subsequent
special record date.  The Company shall
fix or cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.


 


SECTION 2.12.                 CUSIP Numbers and ISINs, etc.  The
Company in issuing the Securities may use “CUSIP” numbers, ISINs and “Common
Code” numbers (in each case if then generally in use) and, if so, the Trustee
shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices of
redemption as a convenience to Holders; provided,
however, that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company shall advise the Trustee in
writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable
to the Securities.


 


SECTION 2.13.                 Issuance
of Additional Securities.  After the
Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03,
to issue


 


31



















Additional
Securities under this Indenture, which Securities shall have identical terms as
the Initial Securities issued on the Issue Date, other than with respect to the
date of issuance and issue price.  All
the Securities issued under this Indenture shall be treated as a single class
for all purposes of this Indenture including waivers, amendments, redemptions
and offers to purchase.


 


With respect
to any Additional Securities, the Company shall set forth in a resolution of
the Board of Directors and an Officers’ Certificate, a copy of each which shall
be delivered to the Trustee, the following information:


 


(1)                                  the aggregate
principal amount of such Additional Securities to be authenticated and
delivered pursuant to this Indenture and the provision of Section 4.03
that the Company is relying on to issue such Additional Securities;


 


(2)                                  the issue price, the
issue date and the CUSIP number of such Additional Securities (provided that
the CUSIP number shall only need be set forth in the Officers’ Certificate); provided,
however, that no Additional Securities may be issued at a price that
would cause such Additional Securities to have “original issue discount” within
the meaning of Section 1273 of the Code; and


 


(3)                                  whether such
Additional Securities shall be Initial Securities or shall be issued in the
form of Exchange Securities as set forth in Exhibit A or B.


 


Article 3



Redemption


 


SECTION 3.01.                 Notices to Trustee.  If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities, it shall notify the Trustee in
writing of the redemption date, the principal amount of Securities to be
redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.


 


The Company
shall give each notice to the Trustee provided for in this Section at
least 30 days before the redemption date unless the Trustee consents to a
shorter period.  Such notice shall be
accompanied by an Officers’ Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein.


 


SECTION 3.02.                 Selection of Securities to be Redeemed.  If fewer than all the Securities are to be
redeemed, the Trustee shall select the Securities to be redeemed on a pro rata
basis to the extent practicable.  The
Trustee shall make the selection from outstanding Securities not previously
called for redemption.  The Trustee may
select for redemption portions of the principal of Securities that have
denominations larger than $1,000. 
Securities and portions of them the Trustee selects shall be in
principal amounts of $1,000 or a whole multiple of $1,000.  Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called


 


32



















for
redemption.  The Trustee shall notify the
Company promptly of the Securities or portions of Securities to be redeemed.


 


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


 


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


 


(1)                                  the redemption date;


 


(2)                                  the redemption price;


 


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


 


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


 


(5)                                  if fewer than all the
outstanding Securities are to be redeemed, the identification and principal
amounts of the particular Securities to be redeemed;


 


(6)                                  that, unless the
Company defaults in making such redemption payment, interest on Securities (or
portion thereof) called for redemption ceases to accrue on and after the redemption
date;


 


(7)                                  the “CUSIP” number, ISIN
or “Common Code” number, if any, printed on the Securities being redeemed; and


 


(8)                                  that no
representation is made as to the correctness or accuracy of the “CUSIP” number,
ISIN or “Common Code” number, if any, listed in such notice or printed on the
Securities.


 


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


 


SECTION 3.04.                 Effect of Notice of Redemption.  Once notice of redemption is mailed,
Securities called for redemption become due and payable on the redemption date
and at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price stated in the notice, plus
accrued interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date), and such Securities shall be canceled by the Trustee.  Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.


 


SECTION 3.05.                 Deposit of Redemption Price.  Prior to the redemption date, the Company
shall deposit with the Paying Agent (or, if the Company or a


 


33



















Subsidiary is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the redemption price of and accrued interest on all Securities to be redeemed
on that date other than Securities or portions of Securities called for
redemption which have been delivered by the Company to the Trustee for
cancellation.


 


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


 


Article 4



Covenants


 


SECTION 4.01.                 Payment of Securities.  The Company shall promptly pay the principal
of and interest on the Securities on the dates and in the manner provided in
the Securities and in this Indenture. 
Principal and interest shall be considered paid on the date due if on
such date the Trustee or the Paying Agent holds in accordance with this
Indenture money sufficient to pay all principal and interest then due.


 


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


 


SECTION 4.02.                 SEC Reports.  Whether or not the Company is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act,
the Company shall file with the SEC, subject to the next sentence, and provide
the Trustee and Securityholders with such annual and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable
to a U.S. corporation subject to such Sections, such reports to be so filed and
provided at the times specified for the filings of such reports under such
Sections and containing all the information, audit reports and exhibits
required for such reports.


 


If, at any
time, the Company is not subject to the periodic reporting requirements of the
Exchange Act for any reason, the Company shall nevertheless continue filing the
reports specified in the preceding sentence with the SEC within the time
periods required unless the SEC will not accept such a filing.  The Company agrees that it shall not take any
action for the purpose of causing the SEC not to accept such filings.  If, notwithstanding the foregoing, the SEC
will not accept such filings for any reason, the Company shall post the reports
specified in the preceding sentence on its website within the time periods that
would apply if the Company were required to file such reports with the SEC.


 


In addition,
the Company shall furnish to the Holders of the Securities and to prospective
investors, upon the requests of such Holders, any information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act so
long as the


 


34



















Securities are not freely
transferable under the Securities Act. The Company also shall comply with the
other provisions of TIA §314(a).


 


SECTION 4.03.                 Limitation on Indebtedness.  (a)  The Company shall not, and
shall not permit any Restricted Subsidiary to, Incur, directly or indirectly,
any Indebtedness; provided, however, that the Company and the Subsidiary
Guarantors shall be entitled to Incur Indebtedness if, on the date of such
Incurrence and after giving effect thereto on a pro
forma basis, the
Consolidated Coverage Ratio exceeds 2.00 to 1.00.


 


(b)                                 Notwithstanding
the foregoing paragraph (a), the Company and the Restricted Subsidiaries
shall be entitled to Incur any or all of the following Indebtedness:


 


(1)                                  Indebtedness Incurred
pursuant to the Credit Agreement; provided, however, that, immediately
after giving effect to any such Incurrence, the aggregate principal amount of all
Indebtedness Incurred under this clause (b)(1) and then outstanding does
not exceed $150.0 million less the sum of all permanent principal payments
with respect to such Indebtedness pursuant to Section 4.06(a)(3)(A);


 


(2)                                  Indebtedness owed to
and held by the Company or a Restricted Subsidiary; provided, however,
that (A) any subsequent issuance or transfer of any Capital Stock which
results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary
or any subsequent transfer of such Indebtedness (other than to the Company or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the
Incurrence of such Indebtedness by the obligor thereon, (B) if the Company
is the obligor on such Indebtedness, such Indebtedness is expressly
subordinated to the prior payment in full in cash of all obligations with
respect to the Securities and (C) if a Subsidiary Guarantor is the obligor
on such Indebtedness, such Indebtedness is expressly subordinated to the prior
payment in full in cash of all obligations of such Subsidiary Guarantor with
respect to its Subsidiary Guarantee;


 


(3)                                  the Securities and
the Exchange Securities (other than any Additional Securities);


 


(4)                                  Indebtedness
outstanding on the Issue Date (other than Indebtedness described in
clause (1), (2) or (3) of this Section 4.03(b));


 


(5)                                  Indebtedness of a
Restricted Subsidiary Incurred and outstanding on or prior to the date on which
such Subsidiary was acquired by the Company (other than Indebtedness Incurred
in connection with, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by the Company); provided, however, that on the date of
such acquisition and after giving pro  forma effect thereto, the
Company would have been entitled to Incur at least $1.00 of additional Indebtedness
pursuant to Section 4.03(a);


 


35



















(6)                                  Refinancing
Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or
pursuant to clause (3), (4) or (5) or this clause (6) of
this Section 4.03(b); provided, however, that to the extent
such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of
a Subsidiary Incurred pursuant to clause (5) of this Section 4.03(b),
such Refinancing Indebtedness shall be Incurred only by such Subsidiary;


 


(7)                                  Hedging Obligations
consisting of Interest Rate Agreements directly related to Indebtedness
permitted to be Incurred by the Company and the Restricted Subsidiaries pursuant
to this Indenture;


 


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


 


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


 


(10)                            Indebtedness consisting of
the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by a
Subsidiary Guarantor of Indebtedness Incurred pursuant to Section 4.03(a) or
pursuant to clause (1), (2) or (4) of this Section 4.03(b) or
pursuant to clause (6) of this Section 4.03(b) to the
extent the Refinancing Indebtedness Incurred thereunder directly or indirectly
Refinances Indebtedness Incurred pursuant to Section 4.03(a) or
pursuant to clause (3) or (4) of this Section 4.03(b);


 


(11)                            Purchase Money Indebtedness
Incurred to finance the acquisition by the Company, a Subsidiary Guarantor or a
Foreign Subsidiary of assets in the ordinary course of business, and any
Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an
aggregate principal amount which, when added together with the amount of all
other Indebtedness Incurred pursuant to this clause (b)(11) and then
outstanding, does not exceed $10.0 million; and


 


(12)                            Indebtedness of the Company,
a Subsidiary Guarantor or a Foreign Subsidiary in an aggregate principal amount
which, when added together with the amount of all other Indebtedness
outstanding on the date of such Incurrence (other than Indebtedness permitted
by clauses (1) through (11) of this Section 4.03(b) or Section 4.03(a)),
does not exceed $15.0 million.


 


(c)                                  For
purposes of determining compliance with this Section 4.03, (1) any
Indebtedness remaining outstanding under the Credit Agreement after the
application of the net proceeds from the sale of the Securities will be treated
as Incurred on the Issue Date under clause (1) of Section 4.03(b),
(2) in the event that an item of Indebtedness (or any portion thereof) meets
the criteria of more than one of the types of Indebtedness described above, the
Company, in its sole discretion, shall classify such


 


36



















item of Indebtedness (or any portion
thereof) at the time of Incurrence (and may later reclassify such item of
Indebtedness or any portion thereof to any other type of Indebtedness described
in Section 4.03(b)) and shall only be required to include the amount and
type of such Indebtedness in one of the above clauses and (3) the Company
shall be entitled to divide and classify an item of Indebtedness in more than
one of the types of Indebtedness described herein.


 


SECTION 4.04.                 Limitation on Restricted Payments.  (a) The Company shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, make a Restricted
Payment if at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:


 


(1)                                  a Default shall have
occurred and be continuing (or would result therefrom);


 


(2)                                  the Company is not
entitled to Incur an additional $1.00 of Indebtedness under Section 4.03(a);
or


 


(3)                                  the aggregate amount
of such Restricted Payment and all other Restricted Payments since the Issue
Date would exceed the sum of (without duplication):


 


(A)                              50% of the Consolidated
Net Income accrued during the period (treated as one accounting period) from
the beginning of the fiscal quarter during which the Issue Date occurs to the
end of the most recent fiscal quarter ending at least 45 days prior to the
date of such Restricted Payment (or, in case such Consolidated Net Income shall
be a deficit, minus 100% of such deficit); plus


 


(B)                                100% of the aggregate
Net Cash Proceeds and 100% of the aggregate Net Fair Market Value of assets
(other than cash) to be used in a Related Business, in each case received by
the Company from the issuance or sale of its Capital Stock (other than
Disqualified Stock) subsequent to the Issue Date (other than an issuance or
sale to a Subsidiary of the Company and other than an issuance or sale to an
employee stock ownership plan or to a trust established by the Company or any
of its Subsidiaries for the benefit of their employees), and 100% of any cash capital
contribution received by the Company from its stockholders subsequent to the
Issue Date; plus


 


(C)                                the amount by which
Indebtedness of the Company is reduced on the Company’s balance sheet upon the
conversion or exchange subsequent to the Issue Date of any Indebtedness of the
Company convertible or exchangeable for Capital Stock (other than Disqualified
Stock) of the Company (less the amount of any cash, or the fair value of any
other property, distributed by the Company upon such conversion or exchange); provided,
however, that the foregoing amount shall not exceed


 


37



















the Net Cash Proceeds received by the Company or any Restricted
Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from
sales to a Subsidiary of the Company or to an employee stock ownership plan or
a trust established by the Company or any of its Subsidiaries for the benefit
of their employees); plus


 


(D)                               an amount equal to the
sum of (i) the net reduction in the Investments (other than Permitted
Investments) made by the Company or any Restricted Subsidiary in any Person
resulting from repurchases, repayments or redemptions of such Investments by
such Person, proceeds realized on the sale of such Investment and proceeds
representing the return of capital (excluding dividends and distributions), in each
case received by the Company or any Restricted Subsidiary and (ii) to the
extent such Person is an Unrestricted Subsidiary, the portion (proportionate to
the Company’s equity interest in such Subsidiary) of the fair market value of
the net assets of such Unrestricted Subsidiary at the time such Unrestricted
Subsidiary is designated a Restricted Subsidiary; provided, however,
that the foregoing sum shall not exceed, in the case of any such Person or
Unrestricted Subsidiary, the amount of Investments (other than Permitted
Investments) previously made (and treated as a Restricted Payment) by the
Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.


 


(b)                                 The
provisions of Section 4.04(a) shall not prohibit:


 


(1)                                  any Restricted
Payment made out of the Net Cash Proceeds of the substantially concurrent sale
of, or made by exchange for, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary
of the Company or an employee stock ownership plan or to a trust established by
the Company or any of its Subsidiaries for the benefit of their employees) or a
substantially concurrent cash capital contribution received by the Company from
its stockholders; provided, however, that (A) such
Restricted Payment shall be excluded in the calculation of the amount of
Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash
capital contribution (to the extent so used for such Restricted Payment) shall
be excluded from the calculation of amounts under Section 4.04(a)(3)(B);


 


(2)                                  any purchase,
repurchase, redemption, defeasance or other acquisition or retirement for value
of Subordinated Obligations of the Company or a Subsidiary Guarantor made by exchange for, or out of the
proceeds of the substantially concurrent Incurrence of, Subordinated
Obligations of such Person that are permitted to be Incurred pursuant to Section 4.03;
provided, however, that such purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value shall be excluded in
the calculation of the amount of Restricted Payments;


 


38



















(3)                                  dividends paid within
60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with this Section 4.04; provided,
however, that at the time of payment of such dividend, no other Default
shall have occurred and be continuing (or result therefrom); provided  further,
however, that such dividend shall be included in the calculation of the
amount of Restricted Payments;


 


(4)                                  so long as no Default
has occurred and is continuing, the purchase, redemption or other acquisition
of shares of Capital Stock of the Company or any of its Subsidiaries from
employees, former employees, directors or former directors of the Company or
any of its Subsidiaries (or permitted transferees of such employees, former
employees, directors or former directors), pursuant to the terms of the
agreements (including employment agreements) or plans (or amendments thereto)
approved by the Board of Directors under which such individuals purchase or
sell, or are granted the option to purchase or sell, shares of such Capital
Stock; provided, however, that the aggregate amount of such Restricted
Payments (excluding amounts representing cancellation of Indebtedness) shall
not exceed $1.0 million in any calendar year; provided  further,
however, that such Restricted Payments shall be excluded in the
calculation of the amount of Restricted Payments;


 


(5)                                  the declaration and payments
of dividends on Disqualified Stock issued pursuant to Section 4.03; provided,
however, that, at the time of payment of such dividend, no Default  shall have occurred and be continuing (or
result therefrom); provided  further, however, that such
dividends shall be excluded in the calculation of the amount of Restricted
Payments;


 


(6)                                  repurchases of
Capital Stock deemed to occur upon exercise of stock options if such Capital
Stock represents a portion of the exercise price of such options; provided,
however, that such Restricted Payments shall be excluded in the
calculation of the amount of Restricted Payments;


 


(7)                                  cash payments in lieu
of the issuance of fractional shares in connection with the exercise of
warrants, options or other securities convertible into or exchangeable for
Capital Stock of the Company; provided, however, that any such
cash payment shall not be for the purpose of evading the limitation of this Section 4.04
(as determined in good faith by the Board of Directors); provided  further,
however, that such payments shall be excluded in the calculation of the
amount of Restricted Payments;


 


(8)                                  in the event of a
Change of Control, and if no Default shall have occurred and be continuing, the
payment, purchase, redemption, defeasance or other acquisition or retirement of
Subordinated Obligations of the Company or any Subsidiary Guarantor, in each
case, at a purchase price not greater than 101% of the principal amount of such
Subordinated Obligations, plus any accrued and unpaid interest thereon; provided,
however, that prior to such payment, purchase, redemption, defeasance or
other acquisition or retirement, the Company (or a


 


39



















third party to the extent permitted by this Indenture) has made a
Change of Control Offer with respect to the Securities as a result of such
Change of Control and has repurchased all Securities validly tendered and not
withdrawn in connection with such Change of Control Offer; provided  further,
however, that such payments, purchases, redemptions, defeasances or
other acquisitions or retirements shall be included in the calculation of the
amount of Restricted Payments;


 


(9)                                  payments of
intercompany Subordinated Obligations, the Incurrence of which was permitted
under Section 4.03(b)(2); provided, however, that no Default
has occurred and is continuing or would otherwise result therefrom; provided
further, however, that such payments shall be excluded in the
calculation of the amount of Restricted Payments;


 


(10)                            payment by TLP of
preferential, non-pro  rata distributions to its limited partner
pursuant to the TLP Partnership Agreement; provided, however,
that the aggregate amount of such payments shall not exceed $0.9 million; provided
further, however, that such payments shall be excluded in the
calculation of the amount of Restricted Payments; or


 


(11)                            Restricted Payments in an
amount which, when taken together with all Restricted Payments made pursuant to
this clause (b)(11), does not exceed $10.0 million; provided, however,
that (A) at the time of each such Restricted Payment, no Default shall
have occurred and be continuing (or result therefrom) and (B) such
payments shall be included in the calculation of the amount of Restricted
Payments.


 


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


 


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


 


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


 


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


 


40



















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


 


(C)                                any encumbrance or
restriction pursuant to an agreement effecting a Refinancing of Indebtedness
Incurred pursuant to an agreement referred to in clause (A) or (B) above
or this clause (C) or contained in any amendment to an agreement
referred to in clause (A) or (B) above or this clause (C); provided,
however, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any such refinancing agreement or amendment
are no less favorable to the Securityholders than encumbrances and restrictions
with respect to such Restricted Subsidiary contained in such predecessor
agreements; and


 


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


 


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


 


(A)                              any encumbrance or
restriction consisting of customary nonassignment provisions in leases
governing leasehold interests to the extent such provisions restrict the
transfer of the lease or the property leased thereunder; and


 


(B)                                any encumbrance or restriction
contained in security agreements or mortgages securing Indebtedness of a
Restricted Subsidiary to the extent such encumbrance or restriction restricts
the transfer of the property subject to such security agreements or mortgages.


 


SECTION 4.06.                 Limitation on Sales of Assets and Subsidiary Stock.  (a)  The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Disposition unless (1) the Company or such Restricted
Subsidiary receives consideration at the time of such Asset Disposition at
least equal to the fair market value (including as to the value of all non-cash
consideration), as determined in good faith by the Board of Directors, of the
shares and assets subject to such Asset Disposition; (2) with respect to
any Asset Disposition other than a Permitted Asset Swap, at least 75% of the
consideration thereof received by the Company or such Restricted Subsidiary is
in the form of cash or cash equivalents; and (3) an amount equal to 100%
of the Net Available Cash from such Asset Disposition is applied by the Company
(or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company
elects (or is required by the terms of any Indebtedness), to prepay, repay,
redeem or purchase Indebtedness under the Credit Agreement or Indebtedness
(other than any Disqualified Stock) of a Wholly Owned Subsidiary that is not a
Subsidiary Guarantor (in each case other than Indebtedness owed to the Company
or an Affiliate of the Company) within one year from the later of the date of
such Asset Disposition or the


 


41



















receipt of
such Net Available Cash; (B) second,
to the extent of the balance of such Net Available Cash after application in
accordance with clause (A), to the extent the Company elects, to acquire
Additional Assets within one year from the later of the date of such Asset
Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance
of such Net Available Cash after application in accordance with clauses (A) and
(B), to make an offer to the holders of the Securities (and to holders of other
Senior Indebtedness of the Company or a Subsidiary Guarantor) to purchase
Securities (and such other Senior Indebtedness of the Company or a Subsidiary
Guarantor) pursuant to and subject to the conditions contained in this Indenture;
provided, however, that in connection with
any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or
(C) above, the Company or such Restricted Subsidiary shall permanently
retire such Indebtedness and shall cause the related loan commitment (if any)
to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased. 
Notwithstanding the foregoing provisions of this Section 4.06, the
Company and the Restricted Subsidiaries shall not be required to apply any Net
Available Cash in accordance with this Section 4.06 except to the extent
that the aggregate Net Available Cash from all Asset Dispositions which is not
applied in accordance with this Section 4.06 exceeds $2.5 million.  Pending application of Net Available Cash
pursuant to this Section 4.06, such Net Available Cash shall be invested
in Temporary Cash Investments or applied to temporarily reduce revolving credit
indebtedness.


 


For the
purposes of this Section 4.06(a), the following are deemed to be cash or
cash equivalents:  (i) the
assumption or discharge of Indebtedness of the Company (other than obligations
in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other
than obligations in respect of Disqualified Stock or Preferred Stock of a
Subsidiary Guarantor) and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such
Asset Disposition and (ii) securities and other payment obligations
received by the Company or any Restricted Subsidiary from the transferee that
are converted by the Company or such Restricted Subsidiary into cash within
90 days of receipt thereof, to the extent of cash received in that
conversion.


 


(b)                                 In
the event of an Asset Disposition that requires the purchase of Securities (and
other Senior Indebtedness of the Company or a Subsidiary Guarantor) pursuant to
Section 4.06(a)(3)(C), the Company shall purchase Securities tendered
pursuant to an offer by the Company for the Securities (and such other Senior
Indebtedness of the Company or a Subsidiary Guarantor) (the “Offer”) at
a purchase price of 100% of their principal amount (or, in the event such other
Senior Indebtedness of the Company or a Subsidiary Guarantor was issued with
significant original issue discount, 100% of the accreted value thereof) without
premium, plus accrued but unpaid interest (or, in respect of such other Senior
Indebtedness, such lesser price, if any, as may be provided for by the terms of
such Senior Indebtedness of the Company or a Subsidiary Guarantor) in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in Section 4.06(c).  If the aggregate purchase price of Securities
tendered exceeds the Net Available Cash allotted to their purchase, the Company
shall select the Securities to be purchased on a pro rata basis but in round


 


42



















denominations, which in the
case of the Securities will be denominations of $1,000 principal amount or
multiples thereof.  The Company shall not
be required to make an Offer to purchase Securities (and other Senior
Indebtedness of the Company or a Subsidiary Guarantor) pursuant to this Section 4.06
if the Net Available Cash available therefor is less than $7.5 million
(which lesser amount shall be carried forward for purposes of determining
whether such an Offer is required with respect to the Net Available Cash from
any subsequent Asset Disposition).  Upon
completion of such an Offer, Net Available Cash shall be deemed to be reduced
by the aggregate amount of such Offer.


 


(c)                                  (1)  Within
10 days after the Company becomes obligated to make an Offer, the Company
shall deliver to the Trustee and send, by first-class mail to each Holder, a
written notice stating that the Holder may elect to have his Securities
purchased by the Company either in whole or in part (subject to prorating as
described in Section 4.06(b) in the event the Offer is
oversubscribed) in integral multiples of $1,000 of principal amount, at the
applicable purchase price.  The notice
shall specify a purchase date not less than 30 days nor more than 60 days
after the date of such notice (the “Purchase Date”) and shall contain
such information concerning the business of the Company which the Company in
good faith believes will enable such Holders to make an informed decision and
all instructions and materials necessary to tender Securities pursuant to the
Offer, together with the information contained in clause (3).


 


(2)                                  Not later than the
date upon which written notice of an Offer is delivered to the Trustee as provided
below, the Company shall deliver to the Trustee an Officers’ Certificate as to (A) the
amount of the Offer (the “Offer Amount”), including information as to
any other Senior Indebtedness included in the Offer, (B) the allocation of
the Net Available Cash from the Asset Dispositions pursuant to which such Offer
is being made and (C) the compliance of such allocation with the
provisions of Section 4.06(a) and (b).  On or before the Purchase Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash
Investments, maturing on the last day prior to the Purchase Date or on the
Purchase Date if funds are immediately available by open of business, or cash an
amount equal to the purchase price of the Securities tendered in the Offer, to
be held for payment in accordance with the provisions of this Section.  If the Offer includes other Senior
Indebtedness, the deposit described in the preceding sentence may be made with
any other paying agent pursuant to arrangements satisfactory to the
Trustee.   Upon the expiration of the
period for which the Offer remains open (the “Offer Period”), the
Company shall deliver to the Trustee for cancellation the Securities or
portions thereof which have been properly tendered to and are to be accepted by
the Company.  On the Purchase Date, the Trustee,
the Paying Agent or the Company (if it is acting as the Paying Agent) shall mail
or deliver payment (or cause the delivery of payment) to each tendering Holder
in the amount of the purchase price for the Securities of such Holder that are
to be cancelled.


 


43



















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


 


(4)                                  At the time the
Company delivers Securities to the Trustee which are to be accepted for
purchase, the Company shall also deliver an Officers’ Certificate stating that
such Securities are to be accepted by the Company pursuant to and in accordance
with the terms of this Section.  A
Security shall be deemed to have been accepted for purchase at the time the
Trustee, the Paying Agent or the Company (if it is acting as the Paying Agent),
directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.


 


(d)                                 The
Company shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection
with the repurchase of Securities pursuant to this Section 4.06.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.06,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 4.06
by virtue of its compliance with such securities laws or regulations.


 


SECTION 4.07.                 Limitation on Affiliate Transactions.  (a)  The Company shall not, and
shall not permit any Restricted Subsidiary to, enter into or permit to exist
any transaction (including the purchase, sale, lease or exchange of any
property, employee compensation arrangements or the rendering of any service)
with, or for the benefit of, any Affiliate of the Company (an “Affiliate
Transaction”) unless (1) the terms of the Affiliate Transaction are no
less favorable to the Company or such Restricted Subsidiary than those that
could be obtained at the time of the Affiliate Transaction in arm’s-length
dealings with a Person who is not an Affiliate; (2) if the Affiliate
Transaction involves an amount in excess of $2.0 million, the terms of such
Affiliate Transaction are set forth in writing and a majority of the
non-employee directors of the Company disinterested with respect to such
Affiliate Transaction have determined in good faith that the criteria set forth
in clause (1) above are satisfied and have approved the relevant
Affiliate Transaction as evidenced by a resolution of the Board of Directors;
and (3) if such Affiliate Transaction involves an amount in excess of $7.5 million,
the Board of Directors shall also have received a written opinion from an Independent
Qualified Party to the effect that such Affiliate Transaction is fair, from a
financial standpoint, to the Company and its Restricted Subsidiaries or is not
less favorable to the Company and its Restricted Subsidiaries than could
reasonably be expected to be


 


44























 


obtained at
the time in an arm’s-length transaction with a Person who was not an Affiliate.


 


(b)                                 The
provisions of Section 4.07(a) shall not prohibit (1) any
Investment (other than a Permitted Investment) or other Restricted Payment, in
each case permitted to be made pursuant to Section 4.04; (2) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise, pursuant to, or the funding of, employment, compensation,
indemnification and insurance arrangements, benefit plans, stock options and
stock ownership plans approved by the Board of Directors; (3) loans or
advances to employees not to exceed $1.0 million in the aggregate
outstanding at any one time; (4) the payment of reasonable fees to
directors of the Company and its Restricted Subsidiaries who are not employees
of the Company or its Restricted Subsidiaries; (5) any transaction with the
Company, a Subsidiary or joint venture or similar entity which would constitute
an Affiliate Transaction solely because the Company or a Restricted Subsidiary
owns an equity interest in or otherwise controls such Subsidiary, joint venture
or similar entity; (6) any agreement as in effect on the Issue Date and
described in the Offering Memorandum under “Certain relationships and related transactions”,
and any renewals, extensions or amendments of any such agreements (so long as,
following such renewals, extensions or amendments, any such agreement is not
less favorable in any material respect to the Company and its Restricted
Subsidiaries than such agreement was on the Issue Date) and the transactions
evidenced thereby; and (7) the issuance or sale of any Capital Stock
(other than Disqualified Stock) of the Company.


 


SECTION 4.08.                 Limitation on Line of
Business.  The Company
shall not, and shall not permit any Restricted Subsidiary to, engage in any
business other than a Related Business.


 


SECTION 4.09.                 Limitation on the Sale or
Issuance of Capital Stock of Restricted Subsidiaries.  The Company:


 


(1)                                  shall not, and shall
not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise
dispose of any Capital Stock of any Restricted Subsidiary that is a Wholly
Owned Subsidiary to any Person (other than to the Company or a Wholly Owned
Subsidiary); and


 


(2)                                  shall not permit any
Restricted Subsidiary that is a Wholly Owned Subsidiary to issue any of its
Capital Stock (other than, if necessary, shares of its Capital Stock constituting
directors’ or other legally required qualifying shares) to any Person (other
than the Company or a Wholly Owned Subsidiary) unless


 


(A)                              immediately after giving
effect to such issuance, sale or other disposition, neither the Company nor any
of its Subsidiaries own any Capital Stock of such Restricted Subsidiary or


 


(B)                                immediately after
giving effect to such issuance, sale or other disposition, such Restricted
Subsidiary would no longer constitute a


 


45



















Restricted Subsidiary and any Investment in such Person remaining after
giving effect thereto is treated as a new Investment by the Company and such
Investment would be permitted to be made under Section 4.04 if made on the
date of such issuance, sale or other disposition.


 


For purposes
of this Section 4.09, the creation of a Lien on any Capital Stock of a Restricted
Subsidiary to secure Indebtedness of the Company or any of its Restricted
Subsidiaries will not be deemed to be a violation of this Section 4.09; provided,
however, that any sale or other disposition by the secured party of such
Capital Stock following foreclosure of its Lien will be subject to this Section 4.09.


 


SECTION 4.10.                 Change of Control.  (a)  Upon the occurrence of a
Change of Control, each Holder shall have the right to require the Company to purchase
such Holder’s Securities at a purchase price in cash equal to 101% of the
principal amount thereof on the date of purchase plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the terms contemplated in Section 4.10(b).


 


(b)                                 Within
30 days following any Change of Control, the Company shall mail a notice
to each Holder with a copy to the Trustee (the “Change of Control Offer”)
stating:


 


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


 


(2)                                  the circumstances and
relevant facts regarding such Change of Control (including information with
respect to pro  forma historical income, cash flow and
capitalization, in each case after giving effect to such Change of Control);


 


(3)                                  the purchase date
(which shall be no earlier than 30 days nor later than 60 days from
the date such notice is mailed); and


 


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


 


(c)                                  Holders
electing to have a Security purchased will be required to surrender the
Security, with an appropriate form duly completed, to the Company at the
address specified in the notice at least three Business Days prior to the
purchase date.  Holders will be entitled
to withdraw their election if the Trustee or the Company receives not later
than one Business Day prior to the purchase date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the


 


46



















Security which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.


 


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


 


(e)                                  Notwithstanding
the foregoing provisions of this Section, the Company shall not be required to make
a Change of Control Offer following a Change of Control if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section applicable to a
Change of Control Offer made by the Company and purchases all Securities
validly tendered and not withdrawn under such Change of Control Offer.


 


(f)                                    The
Company shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection
with the repurchase of Securities pursuant to this Section 4.10.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.10,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 4.10
by virtue of its compliance with such securities laws or regulations.


 


(g)                                 If
the terms of the Credit Agreement prohibit the Company from making a Change of
Control Offer or from purchasing the Securities pursuant thereto, prior to the
mailing of the notice to Securityholders described in Section 4.10(b), but
in any event within 30 days following any Change of Control, the Company shall:


 


(1)                                  repay in full all
Indebtedness outstanding under the Credit Agreement or offer to repay in full
all such Indebtedness and repay the indebtedness of each lender who has
accepted such offer; or


 


(2)                                  obtain the requisite
consent under the Credit Agreement to permit the purchase of the Securities as
described above.


 


The Company
must first comply with the first sentence of this Section 4.10(g) before
it shall be required to purchase Securities in the event of a Change of
Control; provided, however, that the Company’s failure to comply
with the first sentence of this Section 4.10(g) or to make a Change
of Control Offer because of any such failure shall constitute a default
described in Section 6.01(4) (and not under Section 6.01(2)).


 


SECTION 4.11.                 Limitation
on Liens.  The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or
permit to exist any Lien (the “Initial Lien”) of any nature whatsoever
on any of its properties (including Capital Stock of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, securing any
Indebtedness, other than Permitted Liens, without effectively providing that
the Securities shall be secured equally and ratably with (or prior to) the
obligations so secured for so long as such obligations are so secured.


 


47



















Any Lien
created for the benefit of the Holders of the Securities pursuant to the preceding
sentence shall provide by its terms that such Lien shall be automatically and
unconditionally released and discharged upon the release and discharge of the
Initial Lien.


 


SECTION 4.12.                 Limitation on Sale/Leaseback Transactions.  The Company shall not, and shall not permit
any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with
respect to any property unless (a) the Company or such Restricted
Subsidiary would be entitled (1) to Incur Indebtedness in an amount equal
to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant
to Section 4.03 and (2) to create a Lien on such property securing
such Attributable Debt without equally and ratably securing the Securities
pursuant to Section 4.11, (b) the net proceeds received by the
Company or any Restricted Subsidiary in connection with such Sale/Leaseback
Transaction are at least equal to the fair market value (as determined by the
Board of Directors) of such property and (c) the Company applies the
proceeds of such transaction in compliance with Section 4.06.


 


SECTION 4.13.                 Future Subsidiary Guarantors.  The
Company shall cause (a) at any time that any Indebtedness or any
commitments to lend under the Credit Agreement are outstanding, (1) each
Domestic Subsidiary of the Company that Incurs or Guarantees any Indebtedness
under the Credit Agreement and (2) each Foreign Subsidiary of the Company
that Guarantees any Indebtedness under the Credit Agreement (other than a
Foreign Subsidiary that Guarantees solely Indebtedness Incurred by another
Foreign Subsidiary under the Credit Agreement) and (b) at any time that no
Indebtedness or commitments to lend under the Credit Agreement are outstanding,
(1) each Domestic Subsidiary (other than any Domestic Subsidiary that is
not a Wholly Owned Subsidiary, provided that such Domestic Subsidiary
does not Guarantee any Indebtedness of the Company or any Restricted Subsidiary
(other than any Restricted Subsidiary that is a Subsidiary of such Domestic
Subsidiary)) and (2) each Foreign Subsidiary that Guarantees any
Indebtedness of the Company or any Restricted Subsidiary (other than a Foreign
Subsidiary that Guarantees solely Indebtedness Incurred by another Foreign
Subsidiary), in each case, to execute and deliver to the Trustee a Guarantee
Agreement pursuant to which such Subsidiary will Guarantee payment of the
Securities on the same terms and conditions as those set forth herein.


 


SECTION 4.14.                 Compliance
Certificate.  The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year
of the Company an Officers’ Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company they
would normally have knowledge of any Default and whether or not the signers
know of any Default that occurred during such period.  If they do, the certificate shall describe
the Default, its status and what action the Company is taking or proposes to
take with respect thereto.  The Company
also shall comply with TIA §314(a)(4).


 


SECTION 4.15.                 Further
Instruments and Acts.  Upon request
of the Trustee, the Company will execute and deliver such further instruments
and do such


 


48



















further acts
as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.


 


Article 5



Successor Company


 


SECTION 5.01.                 When Company May Merge or Transfer Assets.  (a)  The Company shall not
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, directly or indirectly, all or substantially
all its assets to, any Person, unless:


 


(1)                                  the resulting,
surviving or transferee Person (the “Successor Company”) shall be a
Person organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia and the Successor Company (if not
the Company) shall expressly assume, by an indenture supplemental thereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Company under the Securities and this Indenture;


 


(2)                                  immediately after
giving pro forma effect to such transaction
(and treating any Indebtedness which becomes an obligation of the Successor
Company or any Subsidiary as a result of such transaction as having been
Incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing;


 


(3)                                  immediately after
giving pro forma effect to such transaction,
the Successor Company would be able to Incur an additional $1.00 of Indebtedness
pursuant to Section 4.03(a); and


 


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


 


provided,
however, that clause (3) will not be applicable to (A) a
Restricted Subsidiary consolidating with, merging into or transferring all or
part of its properties and assets to the Company (so long as no Capital Stock
of the Company is distributed to any Person) or (B) the Company merging
with an Affiliate of the Company solely for the purpose and with the sole
effect of reincorporating the Company in another jurisdiction.


 


For purposes
of this Section 5.01, the sale, lease, conveyance, assignment, transfer or
other disposition of all or substantially all of the properties and assets of
one or more Subsidiaries of the Company, which properties and assets, if held
by the Company instead of such Subsidiaries, would constitute all or substantially
all of the properties and assets of the Company on a consolidated basis, shall
be deemed to be the transfer of all or substantially all of the properties and
assets of the Company.


 


49



















The Successor
Company shall be the successor to the Company and shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture, and the predecessor Company, except in the case of a lease, shall
be released from the obligation to pay the principal of and interest on the
Securities.


 


(b)                                 The
Company shall not permit any Subsidiary Guarantor to consolidate with or merge
with or into, or convey, transfer or lease, in one transaction or a series of
transactions, all or substantially all of its assets to any Person unless:  (1) except in the case of a Subsidiary
Guarantor (A) that has been disposed of in its entirety to another Person
(other than to the Company or an Affiliate of the Company), whether through a
merger, consolidation or sale of Capital Stock or assets or (B) that, as a
result of the disposition of all or a portion of its Capital Stock, ceases to
be a Subsidiary, in both cases, if in connection therewith the Company provides
an Officers’ Certificate to the Trustee to the effect that the Company will
comply with its obligations under Section 4.06 in respect of such
disposition, the resulting, surviving or transferee Person (if not such
Subsidiary) shall be a Person organized and existing under the laws of the
jurisdiction under which such Subsidiary was organized or under the laws of the
United States of America, or any State thereof or the District of Columbia, and
such Person shall expressly assume, by a Guarantee Agreement, in a form
satisfactory to the Trustee, all the obligations of such Subsidiary, if any,
under its Subsidiary Guarantee; (2) immediately after giving effect to
such transaction or transactions on a pro  forma basis (and
treating any Indebtedness which becomes an obligation of the resulting,
surviving or transferee Person as a result of such transaction as having been
issued by such Person at the time of such transaction), no Default shall have
occurred and be continuing; and (3) the Company delivers to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such Guarantee Agreement, if any,
complies with this Indenture.


 


Article 6



Defaults and Remedies


 


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


 


(1)                                  the Company defaults
in any payment of interest on any Security when the same becomes due and
payable, and such default continues for 30 days;


 


(2)                                  the Company (A) defaults
in the payment of the principal of any Security when the same becomes due and
payable at its Stated Maturity, upon optional redemption, upon declaration of
acceleration or otherwise or (B) fails to redeem or purchase Securities
when required pursuant to this Indenture or the Securities;


 


(3)                                  the Company fails to
comply with Section 5.01;


 


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(4)                                  the Company fails to
comply with any of its obligations in Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10,
4.11, 4.12 or 4.13 (other than a failure to purchase Securities when required under Section 4.06
or 4.10) and such failure continues for 30 days after the notice specified
below;


 


(5)                                  the Company or any Subsidiary
Guarantor fails to comply with any of its agreements
contained in the Securities or this Indenture (other than those referred to
in clause (1), (2), (3) or (4) above) and such failure continues for
60 days after the notice specified below;


 


(6)                                  Indebtedness of the
Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid
within any applicable grace period after final maturity or is accelerated by
the holders thereof because of a default and the total amount of such
Indebtedness unpaid or accelerated exceeds $7.5 million (or its foreign
currency equivalent at the time);


 


(7)                                  the Company or any
Significant Subsidiary pursuant to or within the meaning of any 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 any substantial part of its property;
or


 


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


 


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


 


(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 Significant Subsidiary in an involuntary case;


 


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


 


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


 


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


 


(9)                                  any judgment or
decree for the payment of money in excess of $7.5 million (or its foreign
currency equivalent at the time) (net of any amounts


 


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with respect to which a reputable and creditworthy insurance company
has acknowledged liability in writing) is entered against the Company or any
Significant Subsidiary, remains outstanding for a period of 60 consecutive days
following the entry of such judgment or decree and is not discharged, waived,
stayed or annulled; or


 


(10)                            any Subsidiary Guarantee
ceases to be in full force and effect (other than in accordance with the terms
of such Subsidiary Guarantee) or any Subsidiary Guarantor denies or
disaffirms its obligations under its Subsidiary Guarantee.


 


The foregoing
will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


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


 


A Default
under clauses (4) and (5) is not an Event of Default until the
Trustee or the holders of at least 25% in principal amount of the outstanding
Securities notify the Company of the Default and the Company does not cure such
Default within the time specified after receipt of such notice.  Such notice must specify the Default, demand
that it be remedied and state that such notice is a “Notice of Default”.


 


The Company
shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any Event of Default
under clause (6), (9) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5) or (9), its status and what action the Company is
taking or proposes to take with respect thereto.


 


SECTION 6.02.                 Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 6.01(7) or (8) with respect to
the Company) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least 25% in principal amount of the outstanding Securities
by notice to the Company and the Trustee, may declare the principal of and
accrued but unpaid interest on all the Securities to be due and payable.  Upon such a declaration, such principal and
interest shall be due and payable immediately. 
If an Event of Default specified in Section 6.01(7) or (8) with
respect to the Company occurs, the principal of and interest on all the
Securities shall ipso  facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Securityholders.  The Holders of a
majority in principal amount of the outstanding Securities by notice to the
Trustee may rescind any such acceleration with respect to the Securities and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due


 


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solely because
of acceleration.  No such rescission
shall affect any subsequent Default or impair any right consequent thereto.


 


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


 


The Trustee
may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. 
A delay or omission by the Trustee or any Securityholder in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default.  No remedy is exclusive of any
other remedy.  All available remedies are
cumulative.


 


SECTION 6.04.                 Waiver of Past Defaults.  The Holders of a majority in principal amount
of the Securities by notice to the Trustee may waive an existing Default and
its consequences except (a) a Default in the payment of the principal of
or interest on a Security (b) a Default arising from the failure to redeem
or purchase any Security when required pursuant to this Indenture or (c) a
Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected.  When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.


 


SECTION 6.05.                 Control by Majority.  The Holders of a majority in principal amount
of the outstanding Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.01,
that the Trustee determines is unduly prejudicial to the rights of any other
Securityholder or would involve the Trustee in personal liability; provided, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with
such direction.  Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its reasonable discretion against any losses and expenses caused by
taking or not taking such action.


 


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


 


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


 


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


 


(3)                                  such Holder or
Holders offer to the Trustee reasonable security or indemnity against any loss,
liability or expense;


 


53



















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


 


A
Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.  In the event that the Definitive
Securities are not issued to any beneficial owner promptly after the Registrar
has received a request from the Holder of a Global Security to issue such Definitive
Securities to such beneficial owner of its nominee, the Company expressly agrees
and acknowledges, with respect to the right of any Holder to pursue a remedy
pursuant to this Indenture, the right of such beneficial holder of Securities
to pursue such remedy with respect to the portion of the Global Security that
represents such beneficial holder’s Securities as if such Definitive Securities
had been issued.


 


SECTION 6.07.                 Rights of Holders to Receive Payment.  Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of and
interest on the Securities held by such Holder, on or after the respective due
dates expressed in the Securities, 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) occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole
amount then due and owing (together with interest on any unpaid interest to the
extent lawful) and the amounts provided for in Section 7.07.


 


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


 


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


 


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


 


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


 


THIRD:  to the Company.


 


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


 


SECTION 6.10.                 Undertaking for Costs.  In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, 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 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in aggregate principal amount of the outstanding
Securities.


 


SECTION 6.11.                 Waiver of Stay or Extension Laws.  The Company (to the extent it may lawfully do
so) shall not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of every
such power as though no such law had been enacted.


 


Article 7



Trustee


 


SECTION 7.01.                 Duties of Trustee.  (a)  If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs.


 


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


 


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


 


55



















(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 shall 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 liability 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;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.02.                 Rights of Trustee.  (a)  The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person.  The Trustee need not
investigate any fact or matter stated in the document.


 


(b)                                 Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. 
The Trustee shall not be liable for any


 


56



















action it takes or omits to
take in good faith in reliance on the Officers’ Certificate or Opinion of
Counsel.


 


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


 


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


 


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


 


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


 


SECTION 7.04.                 Trustee’s Disclaimer.  The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Company in this Indenture or in any document issued in connection with the sale
of the Securities or in the Securities other than the Trustee’s certificate of
authentication.


 


SECTION 7.05.                 Notice of Defaults.  If a Default occurs, is continuing and is
known to the Trustee, the Trustee shall mail to each Securityholder notice of
the Default within 90 days after it occurs. 
Except in the case of a Default in the payment of principal of or
interest on any Security, the Trustee may withhold the notice if and so long as
a committee of its Trust Officers in good faith determines that withholding the
notice is not opposed to the interests of the Securityholders.


 


SECTION 7.06.                 Reports by Trustee to Holders.  As promptly as practicable after each August 15,
beginning with the August 15 following the date of this Indenture, and in
any event prior to September 30 in each year, the Trustee shall mail to
each Securityholder a brief report that complies with TIA §313(a).  The Trustee also shall comply with TIA
§313(b).


 


A copy of each
report at the time of its mailing to Securityholders shall be filed with the
SEC and each stock exchange (if any) on which the Securities are listed.


 


57



















The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof.


 


SECTION 7.07.                 Compensation and Indemnity.  The Company shall pay to the Trustee from
time to time reasonable compensation for its services.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts.  The Company shall indemnify the Trustee
against any and all loss, liability or expense (including attorneys’ fees)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder.  The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations
hereunder.  The Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel; provided, however, that the Company will not
be required to pay such fees and expenses if, subject to the approval of the
Trustee (which approval shall not be unreasonably withheld), it assumes the
Trustee’s defense and, in the reasonable judgment of the Trustee, there is no
conflict of interest between the Company and the Trustee in connection with
such defense and there are no legal defenses available to the Trustee that are
different from or additional to those available to the Company as a result of
which, in the reasonable judgment of the Trustee’s counsel, it is advisable for
the Trustee to engage separate counsel. 
The Company need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee’s own willful
misconduct, negligence or bad faith.


 


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


 


The Company’s
payment obligations pursuant to this Section shall survive the discharge
of this Indenture.  When the Trustee
incurs expenses after the occurrence of a Default specified in Section 6.01(7) or
(8) with respect to the Company, the expenses are intended to constitute
expenses of administration under the Bankruptcy Law.


 


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


 


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


 


(2)                                  the Trustee is
adjudged bankrupt or insolvent;


 


58



















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


 


(4)                                  the Trustee otherwise
becomes incapable of acting.


 


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


 


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


 


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


 


If the Trustee
fails to comply with Section 7.10, any Securityholder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


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


 


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


 


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


 


59



















SECTION 7.10.                 Eligibility; Disqualification.  The Trustee shall at all times satisfy the
requirements of TIA §310(a).  The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition.  The Trustee shall comply with TIA §310(b); provided, however, that there shall be
excluded from the operation of TIA §310(b)(1) any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA §310(b)(1) are met.


 


SECTION 7.11.                 Preferential Collection of Claims Against Company.  The Trustee shall comply with 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.


 


Article 8



Discharge of Indenture; Defeasance


 


SECTION 8.01.                 Discharge of Liability on Securities; Defeasance.  (a)  When (1) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (2) all
outstanding Securities have become due and payable, whether at maturity or on a
redemption date as a result of the mailing of a notice of redemption pursuant
to Article 3 hereof and the Company irrevocably deposits with the Trustee
funds sufficient to pay at maturity or upon redemption all outstanding
Securities, including interest thereon to maturity or such redemption date
(other than Securities replaced pursuant to Section 2.07), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 8.01(c), cease to be of
further effect.  The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers’ Certificate and an Opinion of Counsel and
at the cost and expense of the Company.


 


(b)                                 Subject
to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all
its obligations under the Securities and this Indenture (“legal defeasance
option”) or (2) its obligations under Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.13 and the operation of
Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in
the case of Sections 6.01(7) and (8), with respect only to
Significant Subsidiaries and Subsidiary Guarantors) and the limitations
contained in Section 5.01(a)(3) (“covenant defeasance option”).  The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.


 


If the Company
exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default with respect thereto.  If the Company exercises its covenant
defeasance option, payment of the Securities may not be accelerated because of
an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and
6.01(9) (but, in the case of Sections 6.01(7) and (8), with
respect to Significant Subsidiaries and Subsidiary Guarantors only)
or because of the failure of the


 


60



















Company to comply with Section 5.01(a)(3).  If the Company exercises its legal defeasance
option or its covenant defeasance option, each Subsidiary Guarantor shall be
released from all its obligations with respect to its Subsidiary Guarantee.


 


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


 


(c)                                  Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections
2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8
shall survive until the Securities have been paid in full.  Thereafter, the Company’s obligations in
Sections 7.07, 8.04 and 8.05 shall survive.


 


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


 


(1)                                  the Company
irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of and interest on the Securities to redemption
or maturity, as the case may be;


 


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


 


(3)                                  123 days pass
after the deposit is made and during the 123-day period no Default specified in
Sections 6.01(7) or (8) with respect to the Company occurs which
is continuing at the end of the period;


 


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


 


(5)                                  the Company delivers
to the Trustee an Opinion of Counsel to the effect that the trust resulting
from the deposit does not constitute, or is qualified as, a regulated investment
company under the Investment Company Act of 1940;


 


(6)                                  in the case of the
legal defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel stating 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 Securityholders will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in
the


 


61



















same manner and at the same times as would have been the case if such
defeasance had not occurred;


 


(7)                                  in the case of the
covenant defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Securityholders 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; and


 


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


 


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


 


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


 


SECTION 8.04.                 Repayment to Company.  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them at any time.


 


Subject to any
applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter,
Securityholders entitled to the money must look to the Company for payment as
general creditors.


 


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


 


SECTION 8.06.                 Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and each Subsidiary Guarantor’s obligations
under this Indenture, each Subsidiary Guarantee and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to this Article 8
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in


 


62



















accordance
with this Article 8; provided,
however, that,
if the Company has made any payment of interest on or principal of any
Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.


 


Article 9



Amendments


 


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


 


(1)                                  to cure any
ambiguity, omission, defect or inconsistency (including conforming to the “Description
of notes” section in the Offering Memorandum);


 


(2)                                  to provide for the
assumption by a Successor Company of the obligations of the Company or any
Subsidiary Guarantor under this Indenture to comply with Article 5;


 


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


 


(4)                                  to add Guarantees
with respect to the Securities,
including any Subsidiary Guarantees, or to secure the Securities;


 


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


 


(6)                                  to make any change
that does not materially adversely affect the rights of any Securityholder;


 


(7)                                  to comply with any
requirement of the SEC in connection with the qualification of this Indenture
under the TIA; or


 


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


 


63



















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


 


SECTION 9.02.                 With Consent of Holders.  The Company, the Subsidiary Guarantors and
the Trustee may amend this Indenture or the Securities with the written consent
of the Holders of at least a majority in principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or
exchange for the Securities) and any past default or compliance with any
provisions may also be waived with the consent of the Holders of at least a
majority in principal amount of the Securities then outstanding.  However, without the consent of each
Securityholder affected thereby, an amendment or waiver may not:


 


(1)                                  reduce the amount of
Securities whose Holders must consent to an amendment;


 


(2)                                  reduce the rate of or
extend the time for payment of interest on any Security;


 


(3)                                  reduce the principal
of or change the Stated Maturity of any Security;


 


(4)                                  change the provisions
applicable to the redemption of any Security contained in Article 3 hereof
or paragraph 5 of such Security;


 


(5)                                  make any Security
payable in money other than that stated in the Security;


 


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


 


(7)                                  make any change in
the amendment provisions which require each Holder’s consent or in the waiver
provisions;


 


(8)                                  make any change in
the ranking or priority of any Security that would adversely affect the
Securityholders; or


 


(9)                                  make any change in,
or release other than in accordance with this Indenture, any Subsidiary
Guarantee that would materially adversely affect the Securityholders.


 


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


 


64



















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


 


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


 


SECTION 9.04.                 Revocation and Effect of Consents and Waivers.  A consent to an amendment or a waiver by a
Holder of a Security shall bind the Holder and every subsequent Holder of that
Security or portion of the Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent or waiver is not
made on the Security.  However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective.  After an amendment or waiver becomes
effective, it shall bind every Securityholder. 
An amendment or waiver becomes effective upon the execution of such amendment
or waiver by the Trustee.


 


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


 


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


 


SECTION 9.06.                 Trustee to Sign Amendments.  The Trustee shall sign any amendment
authorized pursuant to this Article 9 if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign
it.  In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it
and to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.


 


65



















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


 


Article 10



Subsidiary Guarantees


 


SECTION 10.01.           Guarantees.  (a)  Each Subsidiary Guarantor
hereby unconditionally and irrevocably guarantees, jointly and severally, to
each Holder and to the Trustee and its successors and assigns (a) the full
and punctual payment of principal of and interest on the Securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under this Indenture and the Securities and
(b) the full and punctual performance within applicable grace periods of
all other obligations of the Company under this Indenture and the Securities
(all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Subsidiary Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice or further assent from such Subsidiary Guarantor and that such
Subsidiary Guarantor will remain bound under this Article 10
notwithstanding any extension or renewal of any Obligation.


 


(b)                                 Each
Subsidiary Guarantor waives presentation to, demand of, payment from and
protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment.  Each
Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed
Obligations.  The obligations of each
Subsidiary Guarantor hereunder shall not be affected by (1) the failure of
any Holder or the Trustee to assert any claim or demand or to enforce any right
or remedy against the Company or any other Person (including any Subsidiary
Guarantor) under this Indenture,
the Securities or any other agreement or otherwise; (2) any extension or
renewal of any thereof; (3) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Indenture, the
Securities or any other agreement; (4) the release of any security held by
any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the
failure of any Holder or the Trustee to exercise any right or remedy against
any other guarantor of the Guaranteed Obligations; or (6) except as set
forth in Section 10.06, any change in the ownership of such Subsidiary
Guarantor.


 


Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and
not a guarantee of collection) and waives any right to require that any resort
be had by any Holder or the Trustee to any security held for payment of the Guaranteed
Obligations.


 


66



















(c)                                  Except
as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of
the Guaranteed Obligations or otherwise. 
Without limiting the generality of the foregoing, the obligations of
each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Securities
or any other agreement, by any waiver or modification of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
such Subsidiary Guarantor or would otherwise operate as a discharge of such
Subsidiary Guarantor as a matter of law or equity.


 


(d)                                 Each
Subsidiary Guarantor further agrees that its Guarantee herein shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of or interest on any Obligation is rescinded or
must otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.


 


(e)                                  In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against any Subsidiary Guarantor
by virtue hereof, upon the failure of the Company to pay the principal of or
interest on any Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform or comply
with any other Obligation, each Subsidiary Guarantor hereby promises to and
shall, upon receipt of written demand by the Trustee, forthwith pay, or cause
to be paid, in cash, to the Holders or the Trustee an amount equal to the sum
of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued
and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (C) all other monetary Guaranteed Obligations of
the Company to the Holders and the Trustee.


 


(f)                                    Each
Subsidiary Guarantor agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (i) the maturity of the
Guaranteed Obligations hereby may be accelerated as provided in Article 6
for the purposes of such Subsidiary Guarantor’s Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby and (ii) in
the event of any declaration of acceleration of such Guaranteed Obligations as provided
in Article 6, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by such Subsidiary Guarantor for the
purposes of this Section.


 


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


 


67



















SECTION 10.02.           Limitation on Liability.  Any term or provision of this Indenture to
the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum
amount that can be hereby guaranteed without rendering this Indenture, as it
relates to such Subsidiary Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.


 


SECTION 10.03.           Successors and Assigns.  This Article 10 shall be binding upon
each Subsidiary Guarantor and its successors and assigns and shall enure to the
benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in
the Securities shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions of this Indenture.


 


SECTION 10.04.           No Waiver.  Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article 10 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege.  The
rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article 10 at law, in equity, by
statute or otherwise.


 


SECTION 10.05.           Modification.  No modification, amendment or waiver of any
provision of this Article 10, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on any
Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any
other or further notice or demand in the same, similar or other circumstances.


 


SECTION 10.06.           Release of Subsidiary Guarantor.  A Subsidiary Guarantor will be released from
its obligations under this Article 10 (other than any obligation that may
have arisen under Section 10.07)


 


(1)                                  upon the sale or
other disposition (including by way of consolidation or merger) of such
Subsidiary Guarantor, including the sale or disposition of Capital Stock of such
Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a
Subsidiary; or


 


(2)                                  upon the sale or
disposition of all or substantially all of the assets of such Subsidiary
Guarantor;


 


in each case
other than to the Company or an Affiliate of the Company and as permitted by
this Indenture and if in connection therewith the Company provides an Officers’
Certificate to the Trustee to the effect that the Company will comply with its
obligations


 


68



















under Section 4.06
in respect of such disposition.  Upon any
sale or disposition described in clause (1) or (2) above, the obligor
on the related Subsidiary Guarantee will be released from its obligations
thereunder.  The Subsidiary Guarantee of
a Subsidiary Guarantor also shall be released:


 


(1)                                  upon the designation
of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with
the terms of this Indenture;


 


(2)                                  at such time as such
Subsidiary Guarantor does not have any Indebtedness or Guarantee outstanding
that would have required such Subsidiary Guarantor to enter into a Guarantee
Agreement pursuant to Section 4.13; or


 


(3)                                  if the Company
exercises its legal defeasance option or its covenant defeasance option as
described in Article 8 or if the Company’s obligations under this
Indenture are discharged in accordance with the terms of this Indenture.


 


At the request of the Company,
the Trustee shall execute and deliver an appropriate instrument evidencing such
release.


 


SECTION 10.07.           Contribution.  Each Subsidiary Guarantor that makes a payment
under its Subsidiary Guarantee shall be entitled upon payment in full of all Guaranteed
Obligations under this Indenture to a contribution from each other Subsidiary
Guarantor in an amount equal to such other Subsidiary Guarantor’s pro  rata
portion of such payment based on the respective net assets of all the
Subsidiary Guarantors at the time of such payment determined in accordance with
GAAP.


 


Article 11



Miscellaneous


 


SECTION 11.01.           Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies or conflicts with another provision which is required to be included
in this Indenture by the TIA, the required provision shall control.


 


SECTION 11.02.           Notices.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:


 


if to the
Company or any Subsidiary Guarantor, to it at:


 


22 Water
Street

Cambridge, MA 02141

Attention:  Corporate Secretary

Fax:  (617) 492-5386


 


if to the
Trustee:



Wachovia Bank, National Association

200 Berkeley Street, 17th Floor

Boston, MA 02116

Attention:  Timothy A. Donmoyer

Fax:  (617) 210-3775


 


69










 















 


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


 


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


 


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


 


SECTION 11.03.           Communication by Holders with Other Holders.  Securityholders may communicate pursuant to
TIA §312(b) with other Securityholders with respect to their rights under
this Indenture or the Securities.  The
Company, any Subsidiary Guarantor, the Trustee, the Registrar and anyone else
shall have the protection of TIA §312(c).


 


SECTION 11.04.           Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:


 


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


 


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


 


SECTION 11.05.           Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:


 


(1)                                  a statement that the
individual 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;


 


70



















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


 


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


 


SECTION 11.06.           When Securities Disregarded.  In determining whether the Holders of the
required principal amount of Securities have concurred in any direction, waiver
or consent, Securities owned by the Company or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
which the Trustee knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.


 


SECTION 11.07.           Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for
action by or a meeting of Securityholders. 
The Registrar and the Paying Agent may make reasonable rules for
their functions.


 


SECTION 11.08.           Legal Holidays.  If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


SECTION 11.09.           Governing Law.  This Indenture and the Securities shall be
governed by, and construed in accordance with, the laws of the State of
New York, but 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 11.10.           No Recourse Against Others.  A director, officer, employee, incorporator
or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Securities or this Indenture or of such Subsidiary
Guarantor under its Subsidiary Guarantee or this Indenture
or for any claim based on, in respect of or by reason of such obligations or
their creation.  By accepting a Security,
each Securityholder shall waive and release all such liability.  The waiver and release shall be part of the
consideration for the issue of the Securities.


 


SECTION 11.11.           Successors.  All agreements of the Company in this
Indenture and the Securities shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


SECTION 11.12.           Multiple Originals.  The parties may sign any number of copies of
this Indenture.  Each signed copy shall
be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


 


71



















SECTION 11.13.           Table of Contents; Headings.  The table of contents, cross-reference sheet
and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.


 


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


 


	
   

  	
  MAC-GRAY CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stewart G. MacDonald, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stewart G.
  MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chairman and

  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAC-GRAY SERVICES, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stewart G. MacDonald, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stewart G.
  MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTIRION CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stewart G. MacDonald, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stewart G.
  MacDonald, Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Timothy A. Donmoyer

  
	
   

  	
   

  	
  Name:

  	
  Timothy A.
  Donmoyer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


72



















APPENDIX A


 


PROVISIONS
RELATING TO INITIAL SECURITIES,

ADDITIONAL SECURITIES AND EXCHANGE SECURITIES


 


1.  Definitions


 


1.1  Definitions


 


For the
purposes of this Appendix A the following terms shall have the meanings
indicated below:


 


“Applicable
Procedures” means, with respect to any transfer or transaction involving a
Regulation S Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such Global Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as
in effect from time to time.


 


“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities
clearing agency.


 


“Definitive
Security” means a certificated Initial Security or Exchange Security
(bearing the Restricted Securities Legend if the transfer of such Security is
restricted by applicable law) that does not include the Global Securities
Legend.


 


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


 


“Distribution
Compliance Period”, with respect to any Securities, means the period of 40
consecutive days beginning on and including the later of (a) the day on
which such Securities are first offered to Persons other than distributors (as
defined in Regulation S) in reliance on Regulation S, notice of which
day shall be promptly given by the Company to the Trustee, and (b) the
Issue Date with respect to such Securities.


 


“Euroclear”
means the Euroclear Clearance System or any successor securities clearing
agency.


 


“Global
Securities Legend” means the legend set forth under that caption in Exhibit A
to this Indenture.


 


“IAI”
means an institutional “accredited investor” as described in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.


 


“Initial
Purchaser” means J.P. Morgan Securities Inc.


 


“Purchase
Agreement” means (a) the Purchase Agreement dated August 10,
2005, among the Company, the Subsidiary Guarantors and the Initial Purchaser
and (b) any other similar Purchase Agreement relating to Additional
Securities.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 



















“Registered
Exchange Offer” means an offer by the Company, pursuant to a Registration
Rights Agreement, to certain Holders of Initial Securities, to issue and
deliver to such Holders, in exchange for their Initial Securities, a like
aggregate principal amount of Exchange Securities registered under the
Securities Act.


 


“Registration
Rights Agreement” means (a) the Registration Rights Agreement dated August 16,
2005, among the Company, the Subsidiary Guarantors and the Initial Purchaser
and (b) any other similar Registration Rights Agreement relating to
Additional Securities.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“Regulation
S Securities” means all Initial Securities offered and sold outside the
United States in reliance on Regulation S.


 


“Restricted
Securities Legend” means the legend set forth in Section 2.3(e)(i) hereof.


 


“Rule 501”
means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


“Rule 144A
Securities” means all Initial Securities offered and sold to QIBs in
reliance on Rule 144A.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depositary) or any successor person thereto, who shall initially be the
Trustee.


 


“Shelf
Registration Statement” means a registration statement filed by the Company
in connection with the offer and sale of Initial Securities pursuant to a Registration
Rights Agreement.


 


“Transfer
Restricted Securities” means Definitive Securities and any other Securities
that bear or are required to bear the Restricted Securities Legend.


 


1.2  Other
Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.1(c)

  	
   

  
	
  “IAI Global Security”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Global Security”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Regulation S Global Security”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Rule 144A Global Security”

  	
   

  	
  2.1(b)

  	
   

  



 


2



















2.  The Securities


 


2.1  Form and Dating


 


(a)  The
Initial Securities issued on the date hereof will be (i) offered and sold
by the Company pursuant to a Purchase Agreement and (ii) resold, initially
only to (1) QIBs in reliance on Rule 144A and (2) Persons other
than U.S. Persons (as defined in Regulation S) in reliance on Regulation
S.  Such Initial Securities may
thereafter be transferred to, among others, QIBs, purchasers in reliance on
Regulation S and, except as set forth below, IAIs in accordance with Rule 501.  Additional Securities offered after the date
hereof may be offered and sold by the Company from time to time pursuant to one
or more Purchase Agreements in accordance with applicable law.


 


(b)  Global
Securities.  Rule 144A
Securities shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form (collectively, the “Rule 144A
Global Security”) and Regulation S Securities shall be issued
initially in the form of one or more global Securities (collectively, the “Regulation S
Global Security”), in each case without interest coupons and bearing the
Global Securities Legend and Restricted Securities Legend, which shall be
deposited on behalf of the purchasers of the Securities represented thereby
with the Securities Custodian, and registered in the name of the Depositary or
a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as provided in this Indenture. 
One or more global securities in definitive, fully registered form
without interest coupons and bearing the Global Securities Legend and the
Restricted Securities Legend (collectively, the “IAI Global Security”)
shall also be issued, deposited with the Securities Custodian, and registered
in the name of the Depositary or a nominee of the Depositary, duly executed by
the Company and authenticated by the Trustee as provided in this Indenture to
accommodate transfers of beneficial interests in the Securities to IAIs
subsequent to the initial distribution. 
Beneficial ownership interests in the Regulation S Global Security
shall not be exchangeable for interests in the Rule 144A Global Security,
the IAI Global Security or any other Security without a Restricted Securities
Legend until the expiration of the Distribution Compliance Period.  The Rule 144A Global Security, the IAI
Global Security and the Regulation S Global Security are each referred to
herein as a “Global Security” and are collectively referred to herein as “Global
Securities”, provided that the term “Global Security” when used in
Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 hereof shall also
include any Security in global form issued in connection with a Registered
Exchange Offer.  The aggregate principal
amount of the Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary or its
nominee and on the schedules thereto as hereinafter provided.


 


(c)  Book-Entry
Provisions.  This Section 2.1(c) shall
apply only to a Global Security deposited with or on behalf of the Depositary.


 


The Company
shall execute and the Trustee shall, in accordance with this Section 2.1(c) and
Section 2.2 hereof and pursuant to an order of the Company signed by two
Officers, authenticate and deliver initially one or more Global Securities that
(i) shall


 


3



















be registered in the name of the Depositary for such Global Security or
Global Securities or the nominee of such Depositary and (ii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions or held by the Trustee as Securities Custodian.


 


Members of, or
participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf
by the Depositary or by the Trustee as Securities Custodian or under such
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such
Global Security for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.


 


(d)  Definitive
Securities.  Except as provided in Section 2.3
or 2.4 hereof, owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of certificated Securities.


 


2.2  Authentication.  The Trustee shall authenticate and make
available for delivery upon a written order of the Company signed by two
Officers (a) Initial Securities for original issue on the date hereof in
an aggregate principal amount of $150.0 million, (b) subject to the
terms of this Indenture, Additional Securities in an aggregate principal amount
specified in such order and (c) Exchange Securities for issue only in a
Registered Exchange Offer pursuant to a Registration Rights Agreement and for a
like principal amount of Initial Securities exchanged pursuant thereto.  Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities or Exchange Securities.  The
aggregate principal amount of Securities outstanding at any time is unlimited.


 


2.3  Transfer
and Exchange.  (a)  Transfer
and Exchange of Definitive Securities. 
When Definitive Securities are presented to the Registrar with a
request:


 


(i)  to
register the transfer of such Definitive Securities; or


 


(ii)  to
exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations,


 


the Registrar
shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:


 


(1)  shall
be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing; and


 


4



















(2)  in
the case of Transfer Restricted Securities, are accompanied by the following
additional information and documents, as applicable:


 


(A)  if
such Definitive Securities are being delivered to the Registrar by a Holder for
registration in the name of such Holder, without transfer, a certification from
such Holder to that effect (in the form set forth on the reverse side of the
Initial Security); or


 


(B)  if
such Definitive Securities are being transferred to the Company, a
certification to that effect (in the form set forth on the reverse side of the
Initial Security); or


 


(C)  if
such Definitive Securities are being transferred pursuant to an exemption from
registration in accordance with Rule 144 under the Securities Act or in
reliance upon another exemption from the registration requirements of the
Securities Act, (x) a certification to that effect (in the form set forth
on the reverse side of the Initial Security) and (y) if the Company so
requests, an opinion of counsel or other evidence reasonably satisfactory to it
as to the compliance with the restrictions set forth in the legend set forth in
Section 2.3(e)(i) hereof.


 


(b)  Restrictions
on Transfer of a Definitive Security for a Beneficial Interest in a Global
Security.  A Definitive Security may
not be exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar, together with:


 


(i) certification
(in the form set forth on the reverse side of the Initial Security) that such Definitive
Security is being transferred (1) to a QIB in accordance with Rule 144A,
(2) to an IAI that has furnished to the Trustee a signed letter
substantially in the form of Exhibit D or (3) outside the
United States in an offshore transaction within the meaning of Regulation
S and in compliance with Rule 904 under the Securities Act; and


 


(ii) written
instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such
Global Security to reflect an increase in the aggregate principal amount of the
Securities represented by the Global Security, such instructions to contain
information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to


 


5



















the principal
amount of the Definitive Security so canceled. 
If no Global Securities are then outstanding and the Global Security has
not been previously exchanged for certificated securities pursuant to Section 2.4
hereof, the Company shall issue and the Trustee shall authenticate, upon
written order of the Company in the form of an Officers’ Certificate, a new
Global Security in the appropriate principal amount.


 


(c)  Transfer
and Exchange of Global Securities.  (i)  The
transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depositary, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if any) and
the procedures of the Depositary therefor. 
A transferor of a beneficial interest in a Global Security shall deliver
a written order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited
with a beneficial interest in such Global Security or another Global Security
and such account shall be credited in accordance with such order with a
beneficial interest in the applicable Global Security and the account of the
Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Security being transferred.  Transfers by an owner of a beneficial interest
in the Rule 144A Global Security or the IAI Global Security to a
transferee who takes delivery of such interest through the Regulation S Global
Security, whether before or after the expiration of the Distribution Compliance
Period, shall be made only upon receipt by the Trustee of a certification in
the form provided on the reverse of the Initial Securities from the transferor
to the effect that such transfer is being made in accordance with Regulation S
or (if available) Rule 144 under the Securities Act and that, if such
transfer is being made prior to the expiration of the Distribution Compliance
Period, the interest transferred shall be held immediately thereafter through
Euroclear or Clearstream.  In the case of
a transfer of a beneficial interest in either the Regulation S Global Security
or the Rule 144A Global Security for an interest in the IAI Global
Security, the transferee must furnish a signed letter substantially in the form
of Exhibit D to the Trustee.


 


(ii)  If
the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar
shall reflect on its books and records the date and an increase in the
principal amount of the Global Security to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Registrar shall reflect on its books and records the date
and a corresponding decrease in the principal amount of Global Security from
which such interest is being transferred.


 


(iii)  Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in Section 2.4
hereof), a Global Security may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.


 


6



















(iv)  In
the event that a Global Security is exchanged for Definitive Securities
pursuant to Section 2.4 hereof prior to the consummation of a Registered
Exchange Offer or the effectiveness of a Shelf Registration Statement with
respect to such Securities, such Securities may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of
this Section 2.3 (including the certification requirements set forth on
the reverse of the Initial Securities intended to ensure that such transfers
comply with Rule 144A, Regulation S or such other applicable exemption
from registration under the Securities Act, as the case may be) and such other
procedures as may from time to time be adopted by the Company.


 


(d)  Restrictions
on Transfer of Regulation S Global Security.  (i) Prior to the expiration of the
Distribution Compliance Period, beneficial interests in the Regulation S
Global Security may be held directly through Euroclear or Clearstream,
indirectly through organizations that are participants in those systems or
through organizations other than Euroclear or Clearstream that are DTC
participants.  During the Distribution
Compliance Period, beneficial interests in the Regulation S Global
Security may only be sold, pledged or transferred through Euroclear or Clearstream
in accordance with the Applicable Procedures and only (1) to the Company, (2) so
long as such security is eligible for resale pursuant to Rule 144A, to a
person whom the selling holder reasonably believes is a QIB that purchases for
its own account or for the account of a QIB to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, (3) in
an offshore transaction in accordance with Regulation S, (4) pursuant
to an exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act, (5) to an IAI purchasing for its
own account, or for the account of such an IAI, in a minimum principal amount
of Securities of $250,000 or (6) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States.  Prior to the expiration of the Distribution
Compliance Period, transfers by an owner of a beneficial interest in the Regulation S
Global Security to a transferee who takes delivery of such interest through the
Rule 144A Global Security or the IAI Global Security shall be made only in
accordance with Applicable Procedures and upon receipt by the Trustee of a
written certification from the transferor of the beneficial interest in the
form provided on the reverse of the Initial Security to the effect that such
transfer is being made to (1) a QIB within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A or (2) an IAI
purchasing for its own account, or for the account of such an IAI, in a minimum
principal amount of the Securities of $250,000. 
Such written certification shall no longer be required after the
expiration of the Distribution Compliance Period.


 


(ii) 
Upon the expiration of the Distribution Compliance Period, beneficial ownership
interests in the Regulation S Global Security shall be transferable in
accordance with applicable law and the other terms of this Indenture.


 


7



















(e)  Legend.


 


(i)  Except
as permitted by the following paragraphs (ii), (iii) or (iv), each
Security certificate evidencing the Global Securities and the Definitive Securities
(and all Securities issued in exchange therefor or in substitution thereof)
shall bear a legend in substantially the following form (each defined term in
the legend being defined as such for purposes of the legend only):


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.


 


THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: TWO YEARS] [IN THE CASE OF
REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE


 


8



















COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM.  THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”


 


Each Definitive
Security shall bear the following additional legend:


 


“IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”


 


(ii) 
Upon any sale or transfer of a Transfer Restricted Security that is a Definitive
Security, the Registrar shall permit the Holder thereof to exchange such
Transfer Restricted Security for a Definitive Security that does not bear the
legends set forth above and rescind any restriction on the transfer of such
Transfer Restricted Security if the Holder certifies in writing to the
Registrar that its request for such exchange was made in reliance on Rule 144
(such certification to be in the form set forth on the reverse of the Initial
Security).


 


(iii)  After
a transfer of any Initial Securities during the period of the effectiveness of
a Shelf Registration Statement with respect to such Initial Securities, all
requirements pertaining to the Restricted Securities Legend on such Initial
Securities shall cease to apply and the requirements that any such Initial
Securities be issued in global form shall continue to apply.


 


(iv)  Upon
the consummation of a Registered Exchange Offer with respect to the Initial
Securities pursuant to which Holders of such Initial Securities are offered
Exchange Securities in exchange for their Initial Securities, all requirements
pertaining to Initial Securities that Initial Securities be issued in global
form shall continue to apply, and Exchange Securities in global form without
the Restricted Securities Legend shall be available to Holders that exchange
such Initial Securities in such Registered Exchange Offer.


 


(v)  Upon
a sale or transfer after the expiration of the Distribution Compliance Period
of any Initial Security acquired pursuant to Regulation S, all requirements
that such Initial Security bear the Restricted Securities Legend shall cease to
apply and the requirements requiring any such Initial Security be issued in
global form shall continue to apply.


 


(vi)  Any
Additional Securities sold in a registered offering shall not be required to
bear the Restricted Securities Legend.


 


9



















(f)  Cancellation
or Adjustment of Global Security.  At
such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, transferred, redeemed, repurchased or
canceled, such Global Security shall be returned by the Depositary to the
Trustee for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for Definitive Securities,
transferred in exchange for an interest in another Global Security, redeemed,
repurchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Securities Custodian for such
Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.


 


(g)  Obligations
with Respect to Transfers and Exchanges of Securities.


 


(i)  To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate, Definitive Securities and Global Securities at
the Registrar’s request.


 


(ii) No
service charge shall be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax,
assessments or similar governmental charge payable in connection therewith
(other than any such transfer taxes, assessments or similar governmental charge
payable upon exchanges pursuant to Sections 2.06, 3.06, 4.06, 4.10
and 9.05 of this Indenture).


 


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


 


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


 


(h)  No
Obligation of the Trustee.


 


(i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Security, a member of, or a participant in the Depositary or any other
Person with respect to the accuracy of the records of the Depositary or its
nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depositary) of any
notice (including any notice of redemption or repurchase) or the payment of any


 


10



















amount, under
or with respect to such Securities.  All
notices and communications to be given to the Holders and all payments to be
made to Holders under the Securities shall be given or made only to the
registered Holders (which shall be the Depositary or its nominee in the case of
a Global Security).  The rights of
beneficial owners in any Global Security shall be exercised only through the
Depositary subject to the applicable rules and procedures of the
Depositary.  The Trustee may rely and
shall be fully protected in relying upon information furnished by the
Depositary with respect to its members, participants and any beneficial owners.


 


(ii)  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depositary participants,
members or beneficial owners in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the
terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


 


2.4  Definitive
Securities


 


(a)  A
Global Security deposited with the Depositary or with the Trustee as Securities
Custodian pursuant to Section 2.1 hereof or issued in connection with a
Registered Exchange Offer shall be transferred to the beneficial owners thereof
in the form of Definitive Securities in an aggregate principal amount equal to
the principal amount of such Global Security, in exchange for such Global
Security, only if such transfer complies with Section 2.3 hereof and (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security or if at any time the Depositary ceases to
be a “clearing agency” registered under the Exchange Act, and a successor
depositary is not appointed by the Company within 90 days of such notice
or after the Company becomes aware of such cessation, (ii) an Event of
Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the
issuance of certificated Securities under this Indenture.


 


(b)  Any
Global Security that is transferable to the beneficial owners thereof pursuant
to this Section 2.4 shall be surrendered by the Depositary to the Trustee,
to be so transferred, in whole or from time to time in part, without charge,
and the Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations. 
Any portion of a Global Security transferred pursuant to this Section shall
be executed, authenticated and delivered only in denominations of $1,000 and
any integral multiple thereof and registered in such names as the Depositary
shall direct.  Any certificated Initial
Security in the form of a Definitive Security delivered in exchange for an
interest in the Global Security shall, except as otherwise provided by Section 2.3(e),
bear the Restricted Securities Legend.


 


11



















(c)  Subject
to the provisions of Section 2.4(b) hereof, the registered Holder of
a Global Security may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.


 


(d)  In
the event of the occurrence of any of the events specified in Section 2.4
hereof, the Company will promptly make available to the Trustee a reasonable
supply of Definitive Securities in fully registered form without interest
coupons.


 


12



















EXHIBIT A


 


[FORM OF
FACE OF INITIAL SECURITY]


 


[Global
Securities Legend]


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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


 


[[FOR
REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF
COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES
WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS
MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


 


 


[Restricted
Securities Legend]


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.


 


THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF
OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL
OR


 



















OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: TWO
YEARS] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM.  THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


 


[Definitive Securities Legend]


 


IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


2



















	
  No. 

  	
  $               

  



 


75/8% Senior Note due 2015


 


	
   

  	
  CUSIP No.

  
	
   

  	
  ISIN No.

  



 


MAC-GRAY
CORPORATION, a Delaware corporation, promises to pay to Cede &
Co., or registered assigns, the principal sum [of            U.S.
dollars][listed on the Schedule of Increases or Decreases in Global
Security attached hereto](1), on August 15, 2015.


 


Interest
Payment Dates: February 15 and August 15.


 


Record
Dates:  February 1 and August 1.


 


Reference is
made to the further provisions of this Security set forth below, which shall
for all purposes have the same effect as if set forth at this place.


 


 










(1)  Use the Schedule of Increases and Decreases language if
the Note is in Global Form.


 


3



















	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  MAC-GRAY CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE’S
  CERTIFICATE OF

  	
   

  	
   

  
	
  AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL

  	
   

  	
   

  
	
  ASSOCIATION,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  as Trustee, certifies

  	
   

  	
   

  
	
  that this is one of

  	
   

  	
   

  
	
  the Securities referred

  	
   

  	
   

  
	
  to in the Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
						



 


4



















MAC-GRAY
CORPORATION


 


75/8%
Senior Note due 2015


 


Capitalized
terms used but not defined herein shall have the meaning assigned thereto in
the Indenture referred to below unless otherwise indicated.


 


1.  Interest


 


(a) Mac-Gray
Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. 
The Company shall pay interest semiannually on February 15 and August 15
of each year.  Interest on the Securities
shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from February 15,
2006, until the principal hereof is due. 
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.  The Company shall pay interest
on overdue principal at the rate borne by the Securities plus 1.00% per annum,
and it shall pay interest on overdue installments of interest at the same rate
to the extent lawful.


 


(b) Additional
Interest.  The Holder of this
Security is entitled to the benefits of the Registration Rights Agreement,
dated as of August 16, 2005, among the Company, the Subsidiary Guarantors
named therein (the “Subsidiary Guarantors”) and the Initial Purchaser
named therein (the “Registration Rights Agreement”).  Capitalized terms used in this
paragraph (b) but not defined herein have the meanings assigned to
them in the Registration Rights Agreement. 
As more fully set forth therein, the Registration Rights Agreement
provides that in the event that the Exchange Offer is not completed or, if
required by the terms of the Registration Rights Agreement, the Shelf
Registration Statement is not declared effective on or prior to the date that
is 210 days after the Issue Date (or, in the case of a Shelf Registration Statement
required to be filed by the Company as a result of a request by the Initial
Purchaser with respect to any offer or sale of Registrable Securities acquired
by the Initial Purchaser under the Purchase Agreement and still owned by the
Initial Purchaser, the later of (x) 210 days after the Issue Date and (y) 90
days after the date of such request), the interest rate on the Registrable
Securities will be increased by 0.25% per annum for the first 90-day period immediately
following such date and by an additional 0.25% per annum for each subsequent 90-day
period until the Exchange Offer is completed or the Shelf Registration
Statement, if required thereby, is declared effective by the SEC, or the
Securities become freely tradeable under the Securities Act; provided, however,
that in no event will such additional interest exceed 1.00% per annum.  If the Shelf Registration Statement, if
required by the Registration Rights Agreement, has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable at any time during the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 60 days (whether or
not consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by 1.00% per annum commencing on the
61st day in such 12-month period and ending on such date that the


 



















Shelf Registration Statement has again been declared effective or the
Prospectus again becomes usable.  All
accrued additional interest shall be paid to Holders in the same manner as
interest payments on the Securities on semi-annual payment dates which
correspond to interest payment dates for the Securities.  The Trustee shall have no responsibility with
respect to the determination of the amount of any such additional interest.


 


2.  Method of Payment


 


The Company
shall pay interest on the Securities (except defaulted interest) to the Persons
who are registered Holders at the close of business on February 1 or August 1
next preceding the interest payment date even if Securities are canceled after
the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The
Company shall pay principal, premium, if any, and interest in money of the
United States of America that at the time of payment is legal tender for
payment of public and private debts. 
Payments in respect of the Securities represented by a Global Security
(including principal, premium, if any, and interest) shall be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company or any successor depositary.  The Company will make all payments in respect
of a certificated Security (including principal, premium, if any, and interest)
at the office of the Paying Agent, except that, at the option of the Company,
payment of interest may be made by mailing a check to the registered address of
each Holder thereof; provided, however, that payments on the
Securities may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


 


3.  Paying Agent and Registrar


 


Initially,
Wachovia Bank, National Association, a national banking corporation (the “Trustee”),
will act as Paying Agent and Registrar. 
The Company may appoint and change any Paying Agent or Registrar without
notice.  The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or
Registrar.


 


4.  Indenture


 


The Company
issued the Securities under an Indenture dated as of August 16, 2005 (the “Indenture”),
among the Company, the Subsidiary Guarantors and the Trustee.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb), as in effect
on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all terms and
provisions of the Indenture, and Holders (as


 


2



















defined in the Indenture) are referred to the Indenture and the TIA for
a statement of such terms and provisions. 
In the event of a conflict between the terms of this Security and the
Indenture, the terms of the Indenture shall control.


 


The Securities
are senior unsecured obligations of the Company.  This Security is one of the Initial Securities
referred to in the Indenture.  The
Securities include the Initial Securities, the Additional Securities and any
Exchange Securities issued in exchange for Initial Securities pursuant to the
Indenture.  The Initial Securities, the
Additional Securities and any Exchange Securities are treated as a single class
of securities under the Indenture.  The
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, issue or sell
shares of capital stock of such Restricted Subsidiaries that are Wholly Owned
Subsidiaries, enter into or permit certain transactions with Affiliates, create
or incur Liens, enter into sale/leaseback transactions and make asset
sales.  The Indenture also imposes
limitations on the ability of the Company and each Subsidiary Guarantor to
consolidate or merge with or into any other Person or convey, transfer or lease
all or substantially all its property.


 


To guarantee
the due and punctual payment of the principal and interest on the Securities
and all other amounts payable by the Company under the Indenture and the
Securities when and as the same shall be due and payable, whether at maturity,
by acceleration or otherwise, according to the terms of the Securities and the
Indenture, the Subsidiary Guarantors have jointly and severally unconditionally
guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms
of the Indenture.


 


5.  Optional Redemption


 


Except as set
forth in the following paragraph, the Securities shall not be redeemable at the
option of the Company prior to August 15, 2010.  On or after August 15, 2010, the
Securities shall be redeemable at the option of the Company, in whole or in
part, on not less than 30 nor more than 60 days’ prior notice, at the
following redemption prices (expressed as percentages of principal amount on
the redemption date), plus accrued and unpaid interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on August 15 of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  103.813

  	
  %

  
	
  2011

  	
   

  	
  102.542

  	
  %

  
	
  2012

  	
   

  	
  101.271

  	
  %

  
	
  2013 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


3



















Prior to August 15,
2008, the Company may at its option on one or more occasions redeem up to a
maximum of 35% of the aggregate principal amount of the Securities (calculated
giving effect to any issuance of Additional Securities) with the Net Cash
Proceeds of one or more Equity Offerings, at a redemption price equal to 107.625%
of the principal amount thereof, plus accrued and unpaid interest thereon to
the redemption date; provided, however, that (i) after
giving effect to any such redemption, at least 65% of the aggregate principal
amount of the Securities (calculated giving effect to any issuance of
Additional Securities) remains outstanding immediately after the occurrence of
each such redemption (other than Securities held, directly or indirectly, by
the Company or its Affiliates); and (ii) each such redemption occurs
within 90 days after the date of the related Equity Offering.


 


6.  Sinking Fund


 


The Securities
are not subject to any sinking fund.


 


7.  Notice of Redemption


 


Notice of
redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address.  Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the redemption
price of and accrued and unpaid interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.


 


8.                                       Repurchase
of Securities at the Option of Holders upon Change of Control and Asset
Dispositions


 


Upon a Change
of Control, any Holder of Securities will have the right to cause the Company
to repurchase all or any part of the Securities of such Holder at a purchase
price equal to 101% of the principal amount of the Securities to be repurchased
plus accrued and unpaid interest to the date of repurchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the Indenture.


 


In accordance
with Section 4.06 of the Indenture, the Company will be required to offer
to purchase Securities upon the occurrence of certain events.


 


9.  Denominations; Transfer; Exchange


 


The Securities
are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000.  A Holder may transfer
or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or


 


4



















transfer documents and to pay any taxes required by law or permitted by
the Indenture.  The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed.


 


10.  Persons Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


11.  Unclaimed Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee and the Paying Agent shall pay the money back to the Company at its
written request unless an abandoned property law designates another
Person.  After any such payment, Holders
entitled to the money must look to the Company for payment as general creditors
and the Trustee and the Paying Agent shall have no further liability with respect
to such monies.


 


12.  Discharge and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some or all of its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
of, and interest on, the Securities to redemption or maturity, as the case may
be.


 


13.  Amendment, Waiver


 


Subject to
certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended without prior notice to any Holder but with the
written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities and (ii) any default may be waived
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities. 
Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee
may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency (including conforming the Indenture to the “Description
of Notes” section contained in the Offering Memorandum); (ii) to
provide for the assumption by a successor company of the obligations of the
Company or any Subsidiary Guarantor to comply with Section 5.01 of the
Indenture; (iii) to provide for uncertificated Securities in addition to
or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of
the Internal Revenue Code of 1986 (the “Code”), or in a manner such that
the uncertificated Securities are described in Section 163(f)(2)(B) of
the Code); (iv) to add Guarantees with respect to the Securities,
including any Subsidiary Guarantees, or to secure the Securities; (v) to
add to the covenants of the Company or any Subsidiary Guarantor for the benefit
of the Holders or to surrender any right and power conferred upon the Company
or any Subsidiary


 


5



















Guarantor; (vi) to comply with any requirements of the SEC in connection
with the qualification of the Indenture under the TIA;  (vii) to make any change that does not materially
adversely affect the rights of any Holder; or (viii) to make any amendment
to the provisions of the Indenture relating to the transfer and legending of
Securities, provided, however, that (A) compliance with the
Indenture as so amended would not result in Securities being transferred in
violation of the Securities Act or any other applicable securities law and (B) such
amendment does not materially and adversely affect the rights of Holders to
transfer Securities.


 


14.  Defaults and Remedies


 


If an Event of
Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company) and is continuing, the
Trustee, by notice to the Company, or the Holders of at least 25% in principal
amount of the outstanding Securities, by notice to the Company and the Trustee,
may declare the principal of and accrued but unpaid interest on all the
Securities to be due and payable.  If an
Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders.  Under certain circumstances, the Holders of a
majority in principal amount of the outstanding Securities may rescind any such
acceleration with respect to the Securities and its consequences.


 


If an Event of
Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any of the rights or powers under the Indenture at the request or
direction of any of the Holders unless such Holders have offered to the Trustee
reasonable indemnity or security against any loss, liability or expense.  Except to enforce the right to receive
payment of principal, premium (if any) or interest when due, no Holder may
pursue any remedy with respect to the Indenture or the Securities unless (i) such
Holder has previously given the Trustee written notice that an Event of Default
is continuing, (ii) Holders of at least 25% in principal amount of the
outstanding Securities have requested the Trustee in writing to pursue the
remedy, (iii) such Holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense, (iv) the Trustee has not
complied with such request within 60 days after the receipt of the request
and the offer of security or indemnity and (v) the Holders of a majority
in principal amount of the outstanding Securities have not given the Trustee a
direction inconsistent with such request within such 60-day period.  Subject to certain restrictions, the Holders
of a majority in principal amount of the outstanding Securities are given the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred
on the Trustee.  The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other
Holder or that would involve the Trustee in personal liability.  Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its reasonable discretion against all losses and expenses caused by taking
or not taking such action.


 


6










 















 


15.  Trustee Dealings with the Company


 


Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with and collect obligations owed to it by the Company
or its Affiliates and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee.


 


16.  No Recourse Against Others


 


A director,
officer, employee, incorporator or stockholder of the Company or any Subsidiary
Guarantor shall not have any liability for any obligations of the Company or
any Subsidiary Guarantor under the Securities, any Subsidiary Guarantee or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Security, each Holder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.


 


17.  Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


18.  Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


19.  Governing Law


 


THIS SECURITY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
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.


 


20.  CUSIP and ISIN Numbers


 


The Company
has caused CUSIP and ISIN numbers to be printed on the Securities and has
directed the Trustee to use CUSIP and ISIN 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 Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


 


7



















The Company will furnish to any Holder of
Securities upon written request and without charge to the Holder a copy of the
Indenture, which has in it the text of this Security.


 


8



















[TO BE
ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial
principal amount of this Global Security is
$[        ].  The following increases or decreases in this
Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Security

  	
   

  	
  Principal amount of

  this Global Security

  following such

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee or

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



















ASSIGNMENT
FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print or type assignee’s name, address and
  zip code)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Insert assignee’s soc. sec. or tax I.D.
  No.)

  



 


 


and
irrevocably
appoint                           agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
    Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  Sign exactly as your name appears on the
  other side of this Security.

  



 



















CERTIFICATE TO
BE DELIVERED UPON EXCHANGE OR REGISTRATION OF

TRANSFER RESTRICTED SECURITIES


 


This
certificate relates to $                  
principal amount of Securities held in (check applicable space)         
book-entry or           
definitive form by the undersigned.


 


The
undersigned (check one box below):


 


 ̈                                    has requested the
Trustee by written order to deliver in exchange for its beneficial interest in
the Global Security held by the Depositary a Security or Securities in
definitive, registered form of authorized denominations and an aggregate
principal amount equal to its beneficial interest in such Global Security (or
the portion thereof indicated above);


 


 ̈                                    has requested the
Trustee by written order to exchange or register the transfer of a Security or
Securities.


 


In connection
with any transfer of any of the Securities evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144(k)
under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX
BELOW


 


	
  (1)

  	
   ̈

  	
  to the
  Company; or

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   ̈

  	
  pursuant to
  an effective registration statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   ̈

  	
  inside the
  United States to a “qualified institutional buyer” (as defined in Rule 144A
  under the Securities Act of 1933) that purchases for its own account or for
  the account of a qualified institutional buyer to whom notice is given that
  such transfer is being made in reliance on Rule 144A, in each case
  pursuant to and in compliance with Rule 144A under the Securities Act of
  1933; or

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   ̈

  	
  outside the
  United States in an offshore transaction within the meaning of
  Regulation S under the Securities Act in compliance with Rule 904 under
  the Securities Act of 1933 and such Security shall be held immediately after
  the transfer through Euroclear or Clearstream until the expiration of the
  Distribution Compliance Period (as defined in the Indenture); or

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   ̈

  	
  to an
  institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
  (7) under the Securities Act of 1933) that 

  



 



















	
   

  	
   

  	
  purchases
  for its own account or for the account of such an institutional accredited
  investor, in each case in a minimum principal amount of $250,000, for
  investment purposes and not with a view to or for offer or sale in connection
  with any distribution in violation of the Securities Act of 1933.

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   ̈

  	
  pursuant to
  another available exemption from registration provided by Rule 144 under
  the Securities Act of 1933.

  



 


Unless one of
the boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided, however, that if box (4),
(5) or (6) is checked, the Trustee may require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed

  by a participant in a

  recognized signature guaranty

  medallion program or other

  signature guarantor acceptable

  to the Trustee

  	
   

  	
  Signature of Signature

  Guarantee

  
						



 


2



















TO BE
COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:

  	
  To be
  executed by

  an executive officer

  



 


3



















OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Disposition) or 4.10 (Change of Control)
of the Indenture, check the box:


 


Asset Disposition  ̈ Change of
Control  ̈


 


If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.10 of the Indenture, state
the amount ($1,000 or an integral multiple thereof):


 


$


 


 


	
  Date:

  	
   

  	
    Your Signature:

  	
   

  
	
  (Sign exactly as your name appears on the
  other side of the Security)

  
	
   

  
	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
  Signature must be guaranteed by a
  participant in a recognized signature guaranty medallion program or other
  signature guarantor acceptable to the Trustee

  
					



 



















EXHIBIT B


 


[FORM OF
FACE OF EXCHANGE SECURITY]


 


[Global
Securities Legend]


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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


 



















	
  No. 

  	
  $               

  



 


75/8% Senior Note due 2015


 


	
   

  	
  CUSIP No.

  
	
   

  	
  ISIN No.

  



 


 


MAC-GRAY
CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum [of              U.S.
dollars][listed on the Schedule of Increases or Decreases in Global
Security attached hereto](2), on August 15, 2015.


 


Interest
Payment Dates: February 15 and August 15.


 


Record Dates: February 1
and August 1.


 


Reference is
made to the further provisions of this Security set forth below, which shall
for all purposes have the same effect as if set forth at this place.


 


 










(2)  Use the Schedule of Increases and Decreases language if
Note is in Global Form.


 


2



















 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  MAC-GRAY CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE’S
  CERTIFICATE OF

  	
   

  	
   

  
	
  AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL

  	
   

  	
   

  
	
  ASSOCIATION,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  as Trustee, certifies

  	
   

  	
   

  
	
  that this is
  one of

  	
   

  	
   

  
	
  the
  Securities referred

  	
   

  	
   

  
	
  to in the
  Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
						



 


3



















MAC-GRAY
CORPORATION


 


75/8%
Senior Note due 2015


 


Capitalized
terms used but not defined herein shall have the meaning assigned thereto in
the Indenture referred to below unless otherwise indicated.


 


1.  Interest.


 


Mac-Gray
Corporation, a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. 
The Company shall pay interest semiannually on February 15 and August 15
of each year.  Interest on the Securities
shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from February 15,
2006, until the principal hereof is due. 
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.  The Company shall pay interest
on overdue principal at the rate borne by the Securities plus 1.00% per annum,
and it shall pay interest on overdue installments of interest at the same rate
to the extent lawful.


 


2.  Method of Payment


 


The Company
shall pay interest on the Securities (except defaulted interest) to the Persons
who are registered Holders at the close of business on the February 1 or August 1
next preceding the interest payment date even if Securities are canceled after
the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The
Company shall pay principal, premium, if any, and interest in money of the
United States of America that at the time of payment is legal tender for
payment of public and private debts. 
Payments in respect of the Securities represented by a Global Security
(including principal, premium, if any, and interest) shall be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company or any successor depositary.  The Company will make all payments in respect
of a certificated Security (including principal, premium, if any, and interest)
at the office of the Paying Agent, except that, at the option of the Company,
payment of interest may be made by mailing a check to the registered address of
each Holder thereof; provided, however, that payments on the
Securities may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).


 



















3.  Paying Agent and Registrar


 


Initially,
Wachovia Bank, National Association, a national banking corporation (the “Trustee”),
will act as Paying Agent and Registrar. 
The Company may appoint and change any Paying Agent or Registrar without
notice.  The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or
Registrar.


 


4.  Indenture


 


The Company
issued the Securities under an Indenture dated as of August 16, 2005 (the “Indenture”),
among the Company, the Subsidiary Guarantors and the Trustee.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as in effect
on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all terms and
provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions.  In the event of a conflict
between the terms of this Security and the Indenture, the terms of the
Indenture shall control.


 


The Securities
are senior unsecured obligations of the Company.  This Security is one of the Initial
Securities referred to in the Indenture. 
The Securities include the Initial Securities, the Additional Securities
and any Exchange Securities issued in exchange for Initial Securities pursuant
to the Indenture.  The Initial
Securities, the Additional Securities and any Exchange Securities are treated
as a single class of securities under the Indenture.  The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Indebtedness, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted
Subsidiaries, issue or sell shares of capital stock of such Restricted
Subsidiaries that are Wholly Owned Subsidiaries, enter into or permit certain
transactions with Affiliates, create or incur Liens, enter into sale/leaseback
transactions and make asset sales.  The
Indenture also imposes limitations on the ability of the Company and each
Subsidiary Guarantor to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all its property.


 


To guarantee
the due and punctual payment of the principal and interest on the Securities
and all other amounts payable by the Company under the Indenture and the
Securities when and as the same shall be due and payable, whether at maturity,
by acceleration or otherwise, according to the terms of the Securities and the
Indenture, the Subsidiary Guarantors have jointly and severally unconditionally
guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms
of the Indenture.


 


2



















5.  Optional Redemption


 


Except as set
forth in the following paragraph, the Securities shall not be redeemable at the
option of the Company prior to August 15, 2010.  On or after August 15, 2010, the
Securities shall be redeemable at the option of the Company, in whole or in
part, on not less than 30 nor more than 60 days’ prior notice, at the
following redemption prices (expressed as percentages of principal amount on
the redemption date), plus accrued and unpaid interest to the redemption date
(subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), if redeemed during the 12-month
period commencing on August 15 of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
  103.813

  	
  %

  
	
  2011

  	
   

  	
  102.542

  	
  %

  
	
  2012

  	
   

  	
  101.271

  	
  %

  
	
  2013 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


Prior to August 15,
2008, the Company may at its option on one or more occasions redeem up to a
maximum of 35% of the aggregate principal amount of the Securities (calculated
giving effect to any issuance of Additional Securities) with the Net Cash
Proceeds of one or more Equity Offerings, at a redemption price equal to 107.625%
of the principal amount thereof, plus accrued and unpaid interest thereon to
the redemption date; provided, however, that (i) after
giving effect to any such redemption, at least 65% of the aggregate principal
amount of the Securities (calculated giving effect to any issuance of
Additional Securities) remains outstanding immediately after the occurrence of
each such redemption (other than Securities held, directly or indirectly, by
the Company or its Affiliates); and (ii) each such redemption occurs
within 90 days after the date of the related Equity Offering.


 


6.  Sinking Fund


 


The Securities
are not subject to any sinking fund.


 


7.  Notice of Redemption


 


Notice of
redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address.  Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the redemption
price of and accrued and unpaid interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.


 


3



















8.                                       Repurchase
of Securities at the Option of Holders upon Change of Control and Asset
Dispositions


 


Upon a Change
of Control, any Holder of Securities will have the right to cause the Company
to repurchase all or any part of the Securities of such Holder at a purchase
price equal to 101% of the principal amount of the Securities to be repurchased
plus accrued and unpaid interest to the date of repurchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the Indenture.


 


In accordance
with Section 4.06 of the Indenture, the Company will be required to offer
to purchase Securities upon the occurrence of certain events.


 


9.  Denominations; Transfer; Exchange


 


The Securities
are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000.  A Holder may
transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.  The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any
Securities for a period of 15 days prior to a selection of Securities to
be redeemed.


 


10.  Persons Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


11.  Unclaimed Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee and the Paying Agent shall pay the money back to the Company at its
written request unless an abandoned property law designates another
Person.  After any such payment, Holders
entitled to the money must look to the Company for payment as general creditors
and the Trustee and the Paying Agent shall have no further liability with
respect to such monies.


 


12.  Discharge and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some or all of its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
of, and interest on, the Securities to redemption or maturity, as the case may
be.


 


4



















13.  Amendment, Waiver


 


Subject to
certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended without prior notice to any Holder but with the
written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities and (ii) any default may be waived
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities. 
Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee
may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency (including conforming the Indenture to the “Description
of Notes” section contained in the Offering Memorandum); (ii) to provide
for the assumption by a successor company of the obligations of the Company or
any Subsidiary Guarantor to comply with Section 5.01 of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of
certificated Securities (provided that the uncertificated Securities are issued
in registered form for purposes of Section 163(f) of the Internal
Revenue Code of 1986 (the “Code”), or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of
the Code); (iv) to add Guarantees with respect to the Securities,
including any Subsidiary Guarantees, or to secure the Securities; (v) to
add to the covenants of the Company or any Subsidiary Guarantor for the benefit
of the Holders or to surrender any right and power conferred upon the Company
or any Subsidiary Guarantor; (vi) to comply with any requirements of the
SEC in connection with the qualification of the Indenture under the TIA;  (vii) to make any change that does not
materially adversely affect the rights of any Holder; or (viii) to make
any amendment to the provisions of the Indenture relating to the transfer and
legending of Securities, provided, however, that (A) compliance
with the Indenture as so amended would not result in Securities being
transferred in violation of the Securities Act or any other applicable
securities law and (B) such amendment does not materially and adversely
affect the rights of Holders to transfer Securities.


 


14.  Defaults and Remedies


 


If an Event of
Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company) and is continuing, the
Trustee, by notice to the Company, or the Holders of at least 25% in principal
amount of the outstanding Securities, by notice to the Company and the Trustee,
may declare the principal of and accrued but unpaid interest on all the
Securities to be due and payable.  If an
Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders.  Under certain circumstances, the Holders of a
majority in principal amount of the outstanding Securities may rescind any such
acceleration with respect to the Securities and its consequences.


 


If an Event of
Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any of the rights or powers under the Indenture at the request or
direction of any of the Holders unless such Holders have offered to the Trustee
reasonable indemnity or security against any loss, liability or expense.  Except to enforce the right to receive
payment of principal, premium (if any) or interest when due, no


 


5



















Holder may pursue any remedy with respect to the Indenture or the
Securities unless (i) such Holder has previously given the Trustee written
notice that an Event of Default is continuing, (ii) Holders of at least
25% in principal amount of the outstanding Securities have requested the
Trustee in writing to pursue the remedy, (iii) such Holders have offered
the Trustee reasonable security or indemnity against any loss, liability or
expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or
indemnity and (v) the Holders of a majority in principal amount of the
outstanding Securities have not given the Trustee a direction inconsistent with
such request within such 60-day period. 
Subject to certain restrictions, the Holders of a majority in principal
amount of the outstanding Securities are given the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow
any direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that
would involve the Trustee in personal liability.  Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its reasonable discretion against all losses and expenses caused by taking
or not taking such action.


 


15.  Trustee Dealings with the Company


 


Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with and collect obligations owed to it by the Company
or its Affiliates and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee.


 


16.  No Recourse Against Others


 


A director,
officer, employee, incorporator or stockholder of the Company or any Subsidiary
Guarantor shall not have any liability for any obligations of the Company or
any Subsidiary Guarantor under the Securities, any Subsidiary Guarantee or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Security, each Holder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.


 


17.  Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


18.  Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the


 


6



















entireties), JT TEN (=joint tenants with rights of survivorship and not
as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).


 


19.  Governing Law


 


THIS SECURITY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
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.


 


20.  CUSIP and ISIN Numbers


 


The Company
has caused CUSIP and ISIN numbers to be printed on the Securities and has
directed the Trustee to use CUSIP and ISIN 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 Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


 


The Company will furnish to any Holder of
Securities upon written request and without charge to the Holder a copy of the
Indenture, which has in it the text of this Security.


 


7



















[TO BE
ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial
principal amount of this Global Security is $[        ].  The following increases or decreases in this
Global Security have been made:


 


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Security

  	
   

  	
  Principal amount of

  this Global Security

  following such

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee or

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



















ASSIGNMENT
FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print or type assignee’s name, address and
  zip code)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Insert assignee’s soc. sec. or tax I.D.
  No.)

  



 


 


and
irrevocably
appoint                           agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
    Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  Sign exactly as your name appears on the
  other side of this Security.  Signature
  must be guaranteed by a participant in a recognized signature guaranty medallion
  program or other signature guarantor acceptable to the Trustee.

  



 


2



















OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Disposition) or 4.10 (Change of Control)
of the Indenture, check the box:


 


Asset Disposition  ̈ Change of
Control  ̈


 


If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.10 of the Indenture, state
the amount ($1,000 or an integral multiple thereof):


 


$


 


 


	
  Date:

  	
   

  	
    Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears

  on the other side of the Security)

  
	
   

  
	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
  Signature must be guaranteed by a
  participant in a recognized signature guaranty medallion program or other
  signature guarantor acceptable to the Trustee.

  
					



 



















EXHIBIT C


 


[FORM OF
SUPPLEMENTAL INDENTURE]


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of 
            ,
among [GUARANTOR] (the “New Guarantor”), a subsidiary of MAC-GRAY
CORPORATION (or its successor), a Delaware corporation (the “Company”),
[EXISTING GUARANTORS] (the “Existing Guarantors”) and WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking corporation, as trustee under the
indenture referred to below (the “Trustee”).


 


W I T N E S S
E T H :


 


WHEREAS the
Company and the Existing Guarantors has heretofore executed and delivered to
the Trustee an Indenture (the “Indenture”) dated as of August 16,
2005, providing for the issuance of an aggregate principal amount of up to $150,000,000
of 75/8% Senior Notes due 2015 (the “Securities”);


 


WHEREAS Section 4.11
of the Indenture provides that under certain circumstances the Company is
required to cause the New Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Guarantor shall
unconditionally guarantee all the Company’s obligations under the Securities
pursuant to a Subsidiary Guarantee on the terms and conditions set forth
herein; and


 


WHEREAS
pursuant to Section 9.01 of the Indenture, the Trustee, the Company and
the Existing Guarantors are 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 New Guarantor,
the Company, the Existing Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Securities as
follows:


 


1.  Agreement to Guarantee.  The New Guarantor hereby agrees, jointly and
severally with all the Existing Guarantors, to unconditionally guarantee the
Company’s obligations under the Securities on the terms and subject to the
conditions set forth in Article 10 of the Indenture and to be bound by all
other applicable provisions of the Indenture and the Securities.


 


2.  Ratification
of Indenture; Supplemental Indentures Part of Indenture.  Except
as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder
of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.


 



















3.  Governing Law.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT 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.


 


4.  Trustee Makes No Representation.  The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.


 


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


 


6.  Effect of Headings.  The Section headings herein are for
convenience only and shall not effect the construction thereof.


 


2



















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


 


	
   

  	
  [NEW GUARANTOR],

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAC-GRAY CORPORATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [EXISTING GUARANTORS],

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as Trustee,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


3



















Form of

Transferee Letter of Representation


 


Mac-Gray
Corporation

22 Water Street

Cambridge, MA  02141

Attention:  Corporate Secretary


 


Ladies and
Gentlemen:


 


This
certificate is delivered to request a transfer of
$[     ] principal amount of the 75/8%
Senior Notes due 2015 (the “Securities”) of Mac-Gray Corporation (the “Company”).


 


Upon transfer,
the Securities would be registered in the name of the new beneficial owner as
follows:


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
  Taxpayer ID
  Number:

  	
   

  	
   

  
					



 


The
undersigned represents and warrants to you that:


 


1.  We are an institutional “accredited investor”
(as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the “Securities Act”)), purchasing
for our own account, or for the account of such an institutional “accredited
investor”, at least $250,000 principal amount of the Securities, and we are
acquiring the Securities not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act.  We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Securities, and we invest in or purchase
securities similar to the Securities in the normal course of our business.  We, and any accounts for which we are acting,
are each able to bear the economic risk of our or its investment.


 


2.  We understand that the Securities have not
been registered under the Securities Act and, unless so registered, may not be
sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of
any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date that is two years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Securities (or any
predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to
the Company, (b) pursuant to a registration statement that has been
declared effective under the Securities Act, (c) in a transaction
complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”),
to a person we reasonably believe is a qualified


 



















institutional buyer under Rule 144A (a “QIB”) that is
purchasing for its own account or for the account of a QIB and to whom notice
is given that the transfer is being made in reliance on Rule 144A, (d) pursuant
to offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under
the Securities Act that is purchasing for its own account or for the account of
such an institutional “accredited investor,” in each case in a minimum
principal amount of Securities of $250,000, or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or
accounts be at all times within our or their control and in compliance with any
applicable state securities laws.  The
foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date.  If any
resale or other transfer of the Securities is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and that it is acquiring such Securities for investment purposes
and not for distribution in violation of the Securities Act.  Each purchaser acknowledges that the Company
and the Trustee reserve the right prior to the offer, sale or other transfer
prior to the Resale Restriction Termination Date of the Securities pursuant to
clause (d), (e) or (f) above to require the delivery of an
opinion of counsel, certifications or other information satisfactory to the
Company and the Trustee.


 


	
   

  	
  TRANSFEREE:

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
   

  	
   

  
					



 


2