Indenture dated as of December 23, 2003



 Exhibit 4.1 
  
 EXECUTION COPY 

  
 KRATON POLYMERS LLC 
  
 KRATON POLYMERS CAPITAL CORPORATION 
  
 and each of the Guarantors party hereto 
  
 8.125% SENIOR SUBORDINATED NOTES DUE 2014 
  

  
 INDENTURE 
  
 Dated as of December 23, 2003 
  

  
 Wells Fargo Bank Minnesota, N.A. 
  
 Trustee 
  

  

 1 








  
 CROSS-REFERENCE TABLE*

  

			
	 Trust Indenture
 Act
Section

	  	Indenture Section


	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	13.03
	       (c)
	  	13.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06; 7.07
	       (c)
	  	7.06; 13.02
	       (d)
	  	7.06
	 314(a)
	  	4.03;13.02; 13.05
	       (b)
	  	N.A.
	       (c)(1)
	  	N.A.
	       (c)(2)
	  	N.A.
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	N.A.
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	 318(a)
	  	13.01

  

 2 









			
	 Trust Indenture
 Act
Section

	  	Indenture Section


	 (b)
	  	N.A.
	 (c)
	  	13.01

  
 N.A. means not applicable. 

 

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

  

 3 








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE 1.
	 DEFINITIONS AND INCORPORATION
 BY REFERENCE

			
	 Section 1.01
	  	 Definitions.
	  	1
	 Section 1.02
	  	 Other Definitions.
	  	29
	 Section 1.03
	  	 Incorporation by Reference of Trust Indenture Act.
	  	29
	 Section 1.04
	  	 Rules of Construction.
	  	30
	
	ARTICLE 2.
	THE NOTES
			
	 Section 2.01
	  	 Form and Dating.
	  	30
	 Section 2.02
	  	 Execution and Authentication.
	  	32
	 Section 2.03
	  	 Registrar and Paying Agent.
	  	32
	 Section 2.04
	  	 Paying Agent to Hold Money in Trust.
	  	33
	 Section 2.05
	  	 Holder Lists.
	  	33
	 Section 2.06
	  	 Transfer and Exchange.
	  	33
	 Section 2.07
	  	 Replacement Notes.
	  	47
	 Section 2.08
	  	 Outstanding Notes.
	  	47
	 Section 2.09
	  	 Treasury Notes.
	  	48
	 Section 2.10
	  	 Temporary Notes.
	  	48
	 Section 2.11
	  	 Cancellation.
	  	48
	 Section 2.12
	  	 Defaulted Interest.
	  	48
	 Section 2.13
	  	 CUSIP Numbers.
	  	49
	 Section 2.14
	  	 Issuance of Additional Notes.
	  	49
	
	ARTICLE 3.
	REDEMPTION AND PREPAYMENT
			
	 Section 3.01
	  	 Notices to Trustee.
	  	49
	 Section 3.02
	  	 Selection of Notes to Be Redeemed or Purchased.
	  	50
	 Section 3.03
	  	 Notice of Redemption.
	  	50
	 Section 3.04
	  	 Effect of Notice of Redemption.
	  	51
	 Section 3.05
	  	 Deposit of Redemption or Purchase Price.
	  	51
	 Section 3.06
	  	 Notes Redeemed or Purchased in Part.
	  	52
	 Section 3.07
	  	 Optional Redemption.
	  	52
	 Section 3.08
	  	 Mandatory Redemption.
	  	53
	 Section 3.09
	  	 Offer to Purchase by Application of Excess Proceeds.
	  	53
	
	ARTICLE 4.
	COVENANTS
			
	 Section 4.01
	  	 Payment of Notes.
	  	55
	 Section 4.02
	  	 Maintenance of Office or Agency.
	  	55

  

 i 









					
	 Section 4.03
	  	 Reports.
	  	56
	 Section 4.04
	  	 Compliance Certificate.
	  	57
	 Section 4.05
	  	 Taxes.
	  	57
	 Section 4.06
	  	 Stay, Extension and Usury Laws.
	  	57
	 Section 4.07
	  	 Restricted Payments.
	  	58
	 Section 4.08
	  	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
	  	63
	 Section 4.09
	  	 Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
	  	64
	 Section 4.10
	  	 Asset Sales.
	  	70
	 Section 4.11
	  	 Transactions with Affiliates.
	  	71
	 Section 4.12
	  	 Liens.
	  	74
	 Section 4.13
	  	 Business Activities.
	  	74
	 Section 4.14
	  	 Corporate Existence.
	  	74
	 Section 4.15
	  	 Offer to Repurchase Upon Change of Control.
	  	74
	 Section 4.16
	  	 No Layering of Debt.
	  	76
	 Section 4.17
	  	 Designation of Restricted and Unrestricted Subsidiaries
	  	77
	 Section 4.18
	  	 Limitation on Sale and Leaseback Transactions.
	  	77
	 Section 4.19
	  	 Existence of Corporate Co-Issuer
	  	78
	 Section 4.20
	  	 Payments for Consent.
	  	78
	 Section 4.21
	  	 Additional Subsidiary Guarantees.
	  	78
	
	ARTICLE 5.
	SUCCESSORS
	 Section 5.01
	  	 Merger, Consolidation, or Sale of Assets.
	  	78
	 Section 5.02
	  	 Successor Corporation Substituted.
	  	79
	
	ARTICLE 6.
	DEFAULTS AND REMEDIES
	 Section 6.01
	  	 Events of Default.
	  	80
	 Section 6.02
	  	 Acceleration.
	  	82
	 Section 6.03
	  	 Other Remedies.
	  	82
	 Section 6.04
	  	 Waiver of Past Defaults.
	  	83
	 Section 6.05
	  	 Control by Majority.
	  	83
	 Section 6.06
	  	 Limitation on Suits.
	  	83
	 Section 6.07
	  	 Rights of Holders to Receive Payment.
	  	84
	 Section 6.08
	  	 Collection Suit by Trustee.
	  	84
	 Section 6.09
	  	 Trustee May File Proofs of Claim.
	  	84
	 Section 6.10
	  	 Priorities.
	  	84
	 Section 6.11
	  	 Undertaking for Costs.
	  	85
	
	ARTICLE 7.
	TRUSTEE
	 Section 7.01
	  	 Duties of Trustee.
	  	85
	 Section 7.02
	  	 Rights of Trustee.
	  	86
	 Section 7.03
	  	 Individual Rights of Trustee.
	  	87

  

 ii 









					
	 Section 7.04
	  	 Trustee’s Disclaimer.
	  	87
	 Section 7.05
	  	 Notice of Defaults.
	  	87
	 Section 7.06
	  	 Reports by Trustee to Holders of the Notes.
	  	87
	 Section 7.07
	  	 Compensation and Indemnity.
	  	88
	 Section 7.08
	  	 Replacement of Trustee.
	  	89
	 Section 7.09
	  	 Successor Trustee by Merger, etc.
	  	90
	 Section 7.10
	  	 Eligibility; Disqualification.
	  	90
	 Section 7.11
	  	 Preferential Collection of Claims Against Company.
	  	90
	
	ARTICLE 8.
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 8.01
	  	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	90
	 Section 8.02
	  	 Legal Defeasance and Discharge.
	  	90
	 Section 8.03
	  	 Covenant Defeasance.
	  	91
	 Section 8.04
	  	 Conditions to Legal or Covenant Defeasance.
	  	92
	 Section 8.05
	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
	  	93
	 Section 8.06
	  	 Repayment to Issuers.
	  	93
	 Section 8.07
	  	 Reinstatement.
	  	94
	
	ARTICLE 9.
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 Section 9.01
	  	 Without Consent of Holders.
	  	94
	 Section 9.02
	  	 With Consent of Holders.
	  	95
	 Section 9.03
	  	 Amendments regarding Subordination.
	  	96
	 Section 9.04
	  	 Compliance with Trust Indenture Act.
	  	97
	 Section 9.05
	  	 Revocation and Effect of Consents.
	  	97
	 Section 9.06
	  	 Notation on or Exchange of Notes.
	  	97
	 Section 9.07
	  	 Trustee to Sign Amendments, etc.
	  	97
	
	ARTICLE 10.
	SUBORDINATION
			
	 Section 10.01
	  	 Agreement to Subordinate.
	  	97
	 Section 10.02
	  	 Liquidation; Dissolution; Bankruptcy.
	  	98
	 Section 10.03
	  	 Default on Designated Senior Debt.
	  	98
	 Section 10.04
	  	 Acceleration of Notes.
	  	99
	 Section 10.05
	  	 When Distribution Must Be Paid Over.
	  	99
	 Section 10.06
	  	 Notice by Company.
	  	99
	 Section 10.07
	  	 Subrogation.
	  	100
	 Section 10.08
	  	 Relative Rights.
	  	100
	 Section 10.09
	  	 Subordination May Not Be Impaired by Issuers.
	  	100
	 Section 10.10
	  	 Distribution or Notice to Representative.
	  	100
	 Section 10.11
	  	 Rights of Trustee and Paying Agent.
	  	101
	 Section 10.12
	  	 Authorization to Effect Subordination.
	  	101

  

 iii 









					
	ARTICLE 11.
	SUBSIDIARY GUARANTEES
			
	 Section 11.01
	  	 Guarantee.
	  	101
	 Section 11.02
	  	 Subordination of Subsidiary Guarantee.
	  	102
	 Section 11.03
	  	 Limitation on Guarantor Liability.
	  	103
	 Section 11.04
	  	 Execution and Delivery of Subsidiary Guarantee.
	  	103
	 Section 11.05
	  	 Guarantors May Consolidate, etc., on Certain Terms.
	  	104
	 Section 11.06
	  	 Releases.
	  	104
	
	ARTICLE 12.
	SATISFACTION AND DISCHARGE
			
	 Section 12.01
	  	 Satisfaction and Discharge.
	  	105
	 Section 12.02
	  	 Application of Trust Money.
	  	106
	
	ARTICLE 13.
	MISCELLANEOUS
			
	 Section 13.01
	  	 Trust Indenture Act Controls.
	  	107
	 Section 13.02
	  	 Notices.
	  	107
	 Section 13.03
	  	 Communication by Holders with Other Holders.
	  	108
	 Section 13.04
	  	 Certificate and Opinion as to Conditions Precedent.
	  	108
	 Section 13.05
	  	 Statements Required in Certificate or Opinion.
	  	108
	 Section 13.06
	  	 Rules by Trustee and Agents.
	  	109
	 Section 13.07
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders.
	  	109
	 Section 13.08
	  	 Governing Law.
	  	109
	 Section 13.09
	  	 No Adverse Interpretation of Other Agreements.
	  	109
	 Section 13.10
	  	 Successors.
	  	109
	 Section 13.11
	  	 Severability.
	  	110
	 Section 13.12
	  	 Counterpart Originals.
	  	110
	 Section 13.13
	  	 Table of Contents, Headings, etc.
	  	110

  
 EXHIBITS 
  

			
	 Exhibit A1
	  	 FORM OF NOTE

	 Exhibit A2
	  	 FORM OF REGULATION S TEMPORARY GLOBAL NOTE

	 Exhibit B
	  	 FORM OF CERTIFICATE OF TRANSFER

	 Exhibit C
	  	 FORM OF CERTIFICATE OF EXCHANGE

	 Exhibit D
	  	 FORM OF SUBSIDIARY GUARANTEE

	 Exhibit E
	  	 FORM OF SUPPLEMENTAL INDENTURE


  

 iv 








 INDENTURE dated as of December 23, 2003 among KRATON Polymers LLC, a Delaware limited liability company
(the “Company”), KRATON Polymers Capital Corporation, a Delaware corporation (“Co-Issuer,” and together with the Company, the “Issuers”), the Guarantors (as defined) and Wells Fargo Bank Minnesota,
N.A., as trustee (the “Trustee”). 
  
 The
Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 8.125% Series A Senior Subordinated Notes due 2014 (the “Series A
Notes”) and the 8.125% Series B Senior Subordinated Notes due 2014 (the “Series B Notes” and, together with the Additional Notes (as defined herein) and the Series A Notes, the “Notes”): 
  
 ARTICLE 1. 
 DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
  

	Section 1.01	Definitions. 

  
 “144A Global Note” means a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 

 
 “Acquired Debt” means, with respect to any specified
Person: 
  
 (1) Indebtedness of any other Person
existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or
into, or becoming a Restricted Subsidiary of, such specified Person; and 
  
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
  
 “Acquisition” means the transactions contemplated by the Agreement and Plan of Merger by and among Ripplewood Chemical Holding LLC, the
Company, TPG Polymer Holdings LLC and TPG Polymer Acquisition LLC dated as of November 5, 2003, including the borrowings under the Credit Agreement and the offering of the Notes. 
  
 “Additional Assets” means any property or assets (other than Indebtedness and Capital Stock) to be used by
the Company or a Restricted Subsidiary in a Permitted Business. 
  
 “Additional Notes” means any Notes (other than the Initial Notes), if any, issued under this Indenture in accordance with Sections 2.02, 2.14 and 4.09 hereof. 
  

 1 








 “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that (except in the case of the use of the term “Affiliate” in
the definition of “Permitted Holders”), beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled
by” and “under common control with” will have correlative meanings. 
  
 “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent. 
  
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
  
 “Asset Sale” means: 
  
 (1) the sale, lease (other than operating leases), conveyance or other disposition of any assets or rights outside of the ordinary course
of business; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole shall be governed by Sections 4.15 and 5.01 of this
Indenture and not by Section 4.10 of this Indenture; and 
  
 (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries (other than directors’ qualifying Equity Interests or Equity
Interests required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary). 
  
 Notwithstanding the preceding, none of the following items shall be deemed to be an Asset Sale: 
  
 (1) any single transaction or series of related transactions
that involves assets having a Fair Market Value of less than $5.0 million; 
  
 (2) a transfer of assets between or among the Company and its Restricted Subsidiaries; 
  
 (3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

  
 (4) the sale or lease of products, services
or accounts receivable (including at a discount) in the ordinary course of business and any sale or other disposition of damaged, worn-out, negligible, surplus or obsolete assets in the ordinary course of business; 
  
 (5) the sale or other disposition of Cash Equivalents;

  

 2 








 (6) a Restricted Payment that does not violate Section 4.07 of this Indenture or is a
Permitted Investment. 
  
 (7) a sale and
leaseback transaction with respect to any assets within 90 days of the acquisition of such assets; 
  
 (8) any exchange of like-kind property of the type described in Section 1031 of the Internal Revenue Code of 1986 for use in a Permitted
Business; 
  
 (9) the sale or disposition of any
assets or property received as a result of a foreclosure by the Company or any of its Restricted Subsidiaries on any secured Investment or any other transfer of title with respect to any secured Investment in default; 
  
 (10) the licensing of intellectual property in the ordinary
course of business or in accordance with industry practice; and 
  
 (11) a sale of accounts receivable and related assets pursuant to a Receivables Facility. 
  
 “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in good faith by a responsible financial or accounting officer of the Company. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. 
  
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “Person” (as that term is used in
Section 13(d)(3) of the Exchange Act), such “Person” will be deemed to have beneficial ownership of all securities that such “Person” has the right to acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only after the passage of time. The terms “beneficially owns” and “beneficially owned” have a corresponding meaning. 
  
 “Board of Directors” means: 
  
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board; 
  
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; 
  

 3 








 (3) with respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and 
  
 (4) with respect to any other Person, the board or committee of such Person serving a similar function. 
  
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
  
 “Business Day” means any day other than a Legal Holiday.

  
 “Capital Lease Obligation” means, at the time
any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date
of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 
  
 “Capital Stock” means: 
  
 (1) in the case of a corporation, corporate stock; 
  
 (2) in the case of an association or business entity, any
and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
  
 (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and 
  
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such
debt securities include any right of participation with Capital Stock. 
  
 “Cash Equivalents” means: 
  
 (1) United States dollars, euros, pounds sterling, Japanese yen and local currencies held by foreign Restricted Subsidiaries from time to time in the ordinary course of business; 
  
 (2) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more
than twelve months from the date of acquisition; 
  
 (3) direct obligations issued by any state of the United States of America or any political subdivision of any such state, or any public instrumentality thereof, in each case having maturities of not more than twelve months from the date of
acquisition; 
  

 4 








 (4) certificates of deposit and eurodollar time deposits with maturities of twelve months
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twelve months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank that is at
least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and has Tier 1 Capital (as defined in such regulations) of not less than $100.0 million; 
  
 (5) repurchase obligations with a term of not more than
thirty days for underlying securities of the types described in clauses (2) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above; 
  
 (6) commercial paper having one of the two highest ratings
obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and, in each case, maturing within twelve months after the date of acquisition; 
  
 (7) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from Standard
& Poor’s Rating Services or “A2” or higher from Moody’s Investors Service, Inc. with maturities of 12 months or less from the date of acquisition; and 
  
 (8) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (1) through (6) of this definition. 
  
 “Change of Control” means the occurrence of any of the following: 
  
 (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “Person” (as that term is used in Section 13(d) of the Exchange Act) other than
Permitted Holders; 
  
 (2) the adoption of a plan
relating to the liquidation or dissolution of the Company (other than a plan with respect to the Company adopted solely for the purpose of reorganizing the Company as a corporation); 
  
 (3) the consummation of any transaction (including, without limitation, any merger or consolidation), the
result of which is that any “Person” (as defined above), other than Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number
of shares; provided, however, for purposes of this clause (3), each Person shall be deemed to beneficially own any Voting Stock of another Person held by one or more of its Subsidiaries; or 
  

 5 








 (4) after an initial public offering of the Company or any direct or indirect parent of
the Company, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 
  
 “Clearstream” means Clearstream Banking, S.A. 
  
 “Co-Issuer” means KRATON Polymers Capital Corporation and any and all successors thereto. 
  
 “Company” means KRATON Polymers LLC and any and all
successors thereto. 
  
 “Consolidated Adjusted
EBITDA” means, with respect to any specified Person for any period (the “Measurement Period”), the Consolidated Net Income of such Person for such period plus, without duplication and to the extent deducted in
determining such Consolidated Net Income, the amounts for such period of: 
  
 (1) the Fixed Charges of such Person and its Restricted Subsidiaries for the Measurement Period; plus 
  
 (2) the consolidated income tax expense of such Person and its Restricted Subsidiaries for the Measurement Period; plus 

 
 (3) the consolidated depreciation expense of such Person
and its Restricted Subsidiaries for the Measurement Period; plus 
  
 (4) the consolidated amortization expense of such Person and its Restricted Subsidiaries for the Measurement Period; plus 
  
 (5) up to $2,000,000 in Subordinated Management Fees plus reasonable out-of-pocket expenses incurred during
the Measurement Period pursuant to the Management Services Agreement; plus 
  
 (6) fees, costs and expenses paid or payable in cash by the Company or any of its Subsidiaries during the Measurement Period in connection
with the Acquisition (including, without limitation, retention payments paid as an incentive to retained employees in connection with the Acquisition); plus 
  
 (7) other non-cash items for the Measurement Period reducing Consolidated Net Income (including, without
limitation, such reductions in respect of the non-recurring write-up of inventory or any other assets from the application of purchase accounting in connection with any transactions and excluding any such non-cash item to the extent representing an
accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period); plus 
  

 6 








 (8) any non-recurring out-of-pocket expenses or charges for the Measurement Period
relating to any offering of Equity Interests by the Company or any direct or indirect parent of the Company, any Asset Sale, Investment or merger, recapitalization or acquisition transactions made by the Company or any of its Restricted
Subsidiaries, or any Indebtedness incurred by the Company or any of its Restricted Subsidiaries (in each case, whether or not successful); plus 
  
 (9) Specified Severance-Related Restructuring Charges for the Measurement Period; plus 
  
 (10) Specified Other Restructuring Charges for the
Measurement Period; plus 
  
 (11)
Specified Cost Savings for the Measurement Period; minus 
  
 (12) without duplication, other non-cash items increasing Consolidated Net Income for the Measurement Period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for
potential Cash item in any prior period). 
  
 Notwithstanding the
foregoing, for any period of four consecutive full fiscal quarters ended on or prior to September 30, 2004, Consolidated Adjusted EBITDA shall be deemed to be $28.3 million for the fiscal quarter ended December 31, 2002, $23.0 million for the fiscal
quarter ended March 31, 2003, $20.8 million for the fiscal quarter ended at June 30, 2003 and $32.7 million for the fiscal quarter ended September 30, 2003. 
  
 “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 
  
 (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 
  
 (2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or
payment of dividends or other distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 
  
 (3) the cumulative effect of a change in accounting principles shall be excluded; 
  

 7 








 (4) the actual plant turnaround costs and expenses incurred during such period (up to a
maximum of $6.0 million), less $2.0 million (which may result in a negative amount) shall be excluded; 
  
 (5) the amortization of any premiums, fees or expenses incurred in connection with the Acquisition or any amounts required or permitted by
Accounting Principles Board Opinions Nos. 16 (including non-cash write-ups and non-cash charges relating to inventory and fixed assets, in each case arising in connection with the Acquisition) and 17 (including non-cash charges relating to
intangibles and goodwill), in each case in connection with the Acquisition, shall be excluded; 
  
 (6) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale;
or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries shall be excluded; and 
  
 (7) any extraordinary gain or loss, together with any
related provision for taxes on such extraordinary gain or loss shall be excluded. 
  
 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who: 
  
 (1) was a member of such Board of Directors on the date of this Indenture; or 
  
 (2) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. 
  
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as
to which the Trustee may give notice to the Company. 
  
 “Credit Agreement” means that certain Credit Agreement, dated as of the date of this Indenture, by and among the Company and Polymer Holdings LLC, certain subsidiaries of the Company, various lenders, Goldman Sachs Credit
Partners L.P., UBS Securities LLC, UBS AG, Stamford Branch, Credit Suisse First Boston, Morgan Stanley and General Electric Capital Corporation, providing for up to $360.0 million of term loan and $60.0 million of revolving credit borrowings,
including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced by any other Indebtedness (including by means of sales of debt securities and including any refinancing that increases the amount borrowed thereunder) in whole or in part from time to time. 
  
 “Credit Facilities” means, one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional 

  

 8 








 
lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables) or letters of credit or any other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise)
or refinanced (including by means of sales of debt securities and including any refinancing that increases the amount borrowed thereunder) in whole or in part from time to time. 
  
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor
entity thereto. 
  
 “Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
  
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 
  
 “Depositary” means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture. 
  
 “Designated
Noncash Consideration” means any noncash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an Officer’s Certificate,
executed by the president and the principal financial officer of the Company. 
  
 “Designated Preferred Stock” means preferred stock of the Company (other than Disqualified Stock), that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated
Preferred Stock, pursuant to an Officer’s Certificate executed on the date of such issuance. 
  
 “Designated Senior Debt” means: 
  
 (1) any Indebtedness outstanding under the Credit Agreement; and 
  
 (2) after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted
under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.” 
  

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of


  

 9 








 
the holder of the Capital Stock, in whole or in part, on or prior to the date that is 90 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, (x) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company or the Subsidiary that issued such Capital Stock to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock, (y) any Capital Stock that would constitute Disqualified Stock solely as a result of any redemption feature that is conditioned upon, and
subject to, compliance with Section 4.07 hereof shall not constitute Disqualified Stock and (z) any Capital Stock issued to any plan for the benefit of employees shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or the Subsidiary that issued such Capital Stock in order to satisfy applicable statutory or regulatory obligations. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture
shall be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

  
 “Domestic Subsidiary” means any Restricted
Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees any Indebtedness of the Company under the Credit Agreement. 
  
 “Equity Interests” means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
  
 “Equity Offering” means a public or private offering of Qualified Capital Stock of the Company or a direct or indirect parent of the
Company. 
  
 “Euroclear” means Euroclear Bank,
S.A./N.V., as operator of the Euroclear system. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to the Registration Rights Agreement. 
  
 “Exchange Offer” has the meaning set forth in the
Registration Rights Agreement. 
  
 “Exchange Registration
Statement” has the meaning set forth in the Registration Rights Agreement. 
  
 “Excluded Contributions” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from (i) contributions to its common equity capital, and (ii) the sale (other than
to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Equity Interests (other than Disqualified Stock and Designated Preferred Stock) of
the Company, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the 

  

 10 








 
date such capital contributions are made or the date such Equity Interests are sold, as the case may be, that are excluded from the calculation set forth in
clause (3) of Section 4.07(a) hereof. 
  
 “Existing
Indebtedness” means Indebtedness existing on the date of this Indenture, plus interest accruing thereon. 
  
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not
involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided herein). 
  
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Adjusted EBITDA of
such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges
any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and
on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Stock, and the use of the proceeds therefrom, as if
the same had occurred at the beginning of the applicable four-quarter reference period. 
  
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
  
 (1) Investments, acquisitions, mergers, consolidations and dispositions that have been made by the specified Person or any of its
Restricted Subsidiaries, or any Person or any of its Restricted Subsidiaries acquired by, merged or consolidated with the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including
increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect (in accordance with Regulation S-X under the
Securities Act) as if they had occurred on the first day of the four-quarter reference period; 
  
 (2) the Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses (and ownership interests therein) disposed of prior to the Calculation Date, shall be excluded; 
  
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the 

  

 11 








 
obligations giving rise to such Fixed Charges shall not be obligations of the specified Person or any of its Restricted Subsidiaries following the
Calculation Date; 
  
 (4) any Person that is a
Restricted Subsidiary on the Calculation Date shall be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; 
  
 (5) any Person that is not a Restricted Subsidiary on the Calculation Date shall be deemed not to have been a Restricted Subsidiary at any
time during such four-quarter period; and 
  
 (6)
if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness). 
  
 For purposes of
this definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. For purposes of determining whether any Indebtedness
constituting a Guarantee may be incurred, the interest on the Indebtedness to be guaranteed shall be included in calculating the Fixed Charge Coverage Ratio on a pro forma basis. Interest on a Capitalized Lease Obligation shall be deemed to accrue
at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that
may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon
such optional rate chosen as the Company may designate. 
  
 “Fixed Charges” means with respect to any specified Person for any period, the sum, without duplication, of: 
  
 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including,
without limitation, amortization of debt issuance costs (other than those debt issuance costs associated with the Acquisition) and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all cash
payments made or received pursuant to Hedging Obligations in respect of interest rates; plus 
  
 (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

  

 12 








 (3) any interest on Indebtedness of another Person that is guaranteed by such Person or
one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent that such Guarantee or Lien is called upon; plus 
  
 (4) all cash dividends, paid on any series of preferred
stock of such Person or any of its Restricted Subsidiaries (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, 
  
 in each case, determined on a consolidated basis in accordance with GAAP. 
  
 Notwithstanding the foregoing, for any period of four consecutive full fiscal quarters ended on or prior to September 30, 2004, consolidated interest
expense shall be deemed to be $7.5 million for each of the fiscal quarters ended December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003. 
  
 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary. 
  
 “GAAP” means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture. 
  
 “Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued under
this Indenture. 
  
 “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A1 and A2 and
hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

  
 “Government Securities” means direct
obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof), and the payment for which the United States pledges its full faith and credit. 
  
 “Guarantee” means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of
all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

  

 13 








 “Guarantors” means each of: 
  
 (1) Elastomers Holdings LLC and KRATON Polymers U.S. LLC;
and 
  
 (2) any other Subsidiary of the Company
that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture, 
  
 and their respective successors and assigns in each case, until the Subsidiary Guarantee of such person has been released in accordance with the provisions of this Indenture. 
  
 “Hedging Obligations” means, with respect to any specified
Person, the obligations of such Person under: 
  
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; 
  
 (2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

  
 (3) other agreements or arrangements designed
to protect such Person against fluctuations in currency exchange rates or commodity prices. 
  
 “Holder” means a Person in whose name a Note is registered. 
  
 “Holdings” means Polymer Holdings LLC. 
  
 “Indebtedness” means with respect to any specified Person, the principal and premium (if any) of any indebtedness of such Person
(excluding accrued expenses and trade payables), whether or not contingent: 
  
 (1) in respect of borrowed money; 
  
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables); 
  
 (3) in respect of banker’s acceptances; 
  
 (4) representing Capital Lease Obligations; 
  
 (5) representing the balance deferred and unpaid of the
purchase price of any property or services due more than twelve months after such property is acquired or such services are completed (except any such balance that constitutes a trade payable or similar obligation to a trade creditor); or

  
 (6) representing any Hedging Obligations,

  

 14 








 if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 
  
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
  
 “Indirect Participant” means a Person who holds a beneficial
interest in a Global Note through a Participant. 
  
 “Initial Notes” means the first $200.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof. 
  
 “Initial Purchasers” means Goldman, Sachs & Co, UBS Securities LLC, Credit Suisse First Boston LLC and Morgan Stanley & Co. Inc.

  
 “Investments” means with respect to any
Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving
effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s
Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a
third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount
determined as provided in Section 4.07(c) hereof. Except as otherwise provided in this Indenture, the amount of an Investment shall be determined at the time the Investment is made and without giving effect to subsequent changes in value.

  
 “Issue Date” means the date of this
Indenture. 
  
 “Issuers” means the Company and
the Co-Issuer, together. 
  
 “Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment,
payment 

  

 15 








 
may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

  
 “Letter of Transmittal” means the letter of
transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
  
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 
  
 “Management Services Agreement” means the Management Services Agreement by and among the Company, TPG GenPar III, L.P., TPG III Polymer
Holdings LLC, TPG GenPar IV, L.P., TPG IV Polymer Holdings LLC and J.P. Morgan Partners (BHCA), L.P., dated December 23, 2003, as in effect on the date of this Indenture. 
  
 “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined
in accordance with GAAP and before any reduction in respect of preferred stock dividends. 
  
 “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the
sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, payments made in order to obtain
a necessary consent or required by applicable law, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, including taxes resulting from the transfer of the
proceeds of such Asset Sale to the Company, in each case, after taking into account: 
  
 (1) any available tax credits or deductions and any tax sharing arrangements; 
  
 (2) amounts required to be applied to the repayment of
Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale; 
  
 (3) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP; 
  
 (4) any reserve for adjustment in respect of any liabilities
associated with the asset disposed of in such transaction and retained by the Company or any Restricted Subsidiary after such sale or other disposition thereof; and 
  

 16 








 (5) any distributions and other payments required to be made to minority interest holders
in Subsidiaries or joint ventures as a result of such Asset Sale; 
  
 provided that any net proceeds of an Asset Sale by a Foreign Subsidiary that are subject to restrictions on repatriation to the Company shall not be considered Net Proceeds for so long as such proceeds are subject to such
restrictions. 
  
 “New York Office of the
Trustee” means Wells Fargo Bank Minnesota, N.A., c/o Deutsche Bank, 14 Wall Street, 4th Floor, Window #44, New York, NY 10005, Attn: John Maloney/Account 092192, 212-618-2319, Wells Fargo Account # 15324300 (KRATON Polymers Sr. Sub. Notes
2014). 
  
 “Non-Recourse Debt” means
Indebtedness: 
  
 (1) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
constitutes the lender; 
  
 (2) no default with
respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company
or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such other Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
  
 (3) as to which the lenders have been notified in writing
that they shall not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 
  
 “Non-U.S. Person” means a Person who is not a U.S. Person. 
  
 “Notes” has the meaning assigned to it in the preamble to this Indenture. 
  
 “Obligations” means any principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
  
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
  
 “Officer’s Certificate” means a certificate signed on behalf of the Company by one Officer of the Company, who must be the principal
executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof. 
  

 17 








 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to
the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 
  
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account
with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
  
 “Permitted Business” means any business engaged in by the Company or any of its Restricted Subsidiaries on the date of the original
issuance of the Notes and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted
Subsidiaries are engaged on the date of original issuance of the Notes, including without limitation, manufacturing styrenic block copolymers and other related activities in the elastomers business. 
  
 “Permitted Holders” means TPG Partners III, L.P., TPG
Partners IV, L.P., J.P. Morgan Partners, LLC and their respective Affiliates and Stephen M. Wood and his immediate family members. 
  
 “Permitted Investments” means: 
  
 (1) any Investment in the Company or in a Restricted Subsidiary of the Company; 
  
 (2) any Investment in Cash Equivalents; 
  
 (3) any Investment by the Company or any Restricted
Subsidiary of the Company in a Person, if as a result of such Investment: 
  
 (a) such Person becomes a Restricted Subsidiary of the Company; or 
  
 (b) such Person, in one transaction or a series of transactions, is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; 
  
 (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof; 
  
 (5) any
Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 
  
 (6) any Investments received in compromise, settlement or resolution of (A) obligations of trade creditors or customers that were incurred
in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any 

  

 18 








 
plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, (B) litigation, arbitration or other
disputes with Persons who are not Affiliates or (C) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

  
 (7) Investments represented by Hedging
Obligations; 
  
 (8) any Investment in payroll,
travel and similar advances to cover business-related travel expenses, moving expenses or other similar expenses, in each case incurred in the ordinary course of business; 
  
 (9) Investments in 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; 
  
 (10) loans or advances to employees made in the ordinary course of business of the Company or the Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $5.0 million at any one time outstanding; 
  
 (11) Investments existing as of the date of this Indenture
or an Investment consisting of any extension, modification or renewal of any Investment existing as of the date of this Indenture (excluding any such extension, modification or renewal involving additional advances, contributions or other
investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms, as of the date of this Indenture, of the original
Investment so extended, modified or renewed); 
  
 (12) repurchases of the Notes; 
  
 (13)
any Investment by the Company or any of its Restricted Subsidiaries in a Person that is primarily engaged in a Permitted Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (13) that
are at the time outstanding not to exceed $50.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment
pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall
thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (13) for so long as such Person continues to be a Restricted Subsidiary; and 
  

 19 








 (14) other Investments in any Person having an aggregate Fair Market Value (measured on
the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding not to exceed $30.0 million.

  
 “Permitted Junior Securities” means:

  
 (1) Equity Interests in the Company or any
Guarantor; or 
  
 (2) Unsecured debt securities
that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under this
Indenture (including, in the case of Senior Debt under the Credit Facilities, with respect to payment blockage and turnover, and the maturity and weighted average life to maturity of which are six months greater than that of the Senior Debt and debt
securities issued in exchange for Senior Debt). 
  
 “Permitted Liens” means: 
  
 (1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Senior Debt that was permitted by the terms of this Indenture to be incurred; 
  
 (2) Liens in favor of the Issuers or the Guarantors; 
  
 (3) Liens on property of a Person existing at the time such
Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than
those of the Person merged into or consolidated with the Company or the Subsidiary; 
  
 (4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Restricted
Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition; 
  
 (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or
other obligations of a like nature incurred in the ordinary course of business; 
  
 (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(5) covering only the assets acquired
with or financed by such Indebtedness; 
  
 (7)
Liens existing on the date of this Indenture; 
  

 20 








 (8) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made
therefor; 
  
 (9) Liens imposed by law, such as
carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; 
  
 (10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of such Person; 
  
 (11) Liens created for the benefit of (or to secure) the Notes (or the Subsidiary Guarantees); 
  
 (12) Liens to secure any Permitted Refinancing Indebtedness
permitted to be incurred under this Indenture; provided, however, that: 
  
 (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to
which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 
  
 (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount,
or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; and

  
 (13) Liens incurred in the ordinary course of
business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding. 
  

 21 








 “Permitted Payments to Parent” means 
  
 (1) payments, directly or indirectly, to Holdings to be used
by Holdings to pay (x) consolidated, combined or similar Federal, state and local taxes payable by Holdings and directly attributable to (or arising as a result of) the operations of the Company and its Subsidiaries and (y) franchise or similar
taxes and fees of Holdings required to maintain Holdings’ corporate existence and other taxes; provided, that: 
  
 (a) the amount of such dividends, distributions or advances paid shall not exceed the amount (x) that would be due with respect to a
consolidated, combined or similar Federal, state or local tax return that included the Company and its Subsidiaries if the Company were a corporation for Federal, state and local tax purposes plus (y) the actual amount of such franchise or similar
taxes and fees of Holdings required to maintain Holdings’ corporate existence and other taxes, each as applicable; and 
  
 (b) such payments are used by Holdings for such purposes within 90 days of the receipt of such payments; and 
  
 (2) payments, directly or indirectly, to Holdings in an
aggregate amount not to exceed $1.0 million during any calendar year if the proceeds thereof are used to pay general corporate and overhead expenses (including salaries and other compensation of employees) incurred in the ordinary course of its
business or of the business of its parent holding company as a direct or indirect holding company for the Company. 
  
 “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for,
or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 
  
 (1) the principal amount (or accreted value, if applicable)
of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and
the amount of all fees and expenses, including premiums, incurred in connection therewith); 
  
 (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 
  
 (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is
subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the
Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
  
 (4) such Indebtedness is incurred 
  
 (a) by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced,
defeased or discharged; 
  

 22 








 (b) by any Guarantor if the obligor on the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged is a Guarantor; or 
  
 (c) by any Foreign Subsidiary if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is a Foreign Subsidiary. 
  
 “Person” means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 
  
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock. 
  
 “Qualified Proceeds” means any of the following or any
combination of the following: 
  
 (1) Cash
Equivalents; 
  
 (2) the Fair Market Value of
assets that are used or useful in the Permitted Business; and 
  
 (3) the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Company or any of its Restricted Subsidiaries of such Capital Stock,
such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Company or any Restricted Subsidiary; 
  
 provided that Qualified Proceeds shall not include Excluded Contributions. 
  

“Receivables Facility” means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is
non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Company and any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries sells its accounts receivable to a Person that is not a Restricted Subsidiary. 
  
 “Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person
that is not a Restricted Subsidiary in connection with, any Receivables Facility. 
  

 23 








 “Registration Rights Agreement” means (i) the Registration Rights Agreement, dated as of
December 23, 2003, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and (ii) with respect to any Additional Notes, one or more
registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act. 
  
 “Regulation S” means Regulation S promulgated under the Securities Act. 
  
 “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate. 

 
 “Regulation S Permanent Global Note” means a permanent
Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. 
  
 “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. 
  
 “Replacement Preferred Stock” means any Disqualified Stock
or preferred stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any other preferred stock of the Company or any of its Restricted
Subsidiaries (other than intercompany preferred stock); provided that such Replacement Preferred Stock is issued by the Company or by the Restricted Subsidiary who is the issuer of the preferred stock being renewed, refunded, refinanced,
replaced or discharged. 
  
 “Representative”
means any trustee, agent or representative for any Senior Debt. 
  
 “Responsible Officer” when used with respect to the Trustee, means any officer within the corporate trust administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject. 
  
 “Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
  
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
  

 24 








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

  
 “Restricted Period” means the 40-day
distribution compliance period as defined in Regulation S. 
  
 “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 
  
 “Rule 144” means Rule 144 promulgated under the Securities Act. 
  
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
  
 “Rule 903” means Rule 903 promulgated under the Securities
Act. 
  
 “Rule 904” means Rule 904 promulgated
under the Securities Act. 
  
 “SEC” means the
Securities and Exchange Commission. 
  
 “Securities
Act” means the Securities Act of 1933, as amended. 
  
 “Senior Debt” means: 
  
 (1) all Indebtedness of the Issuers or any Guarantor outstanding under Credit Facilities (including post-petition interest, whether or not allowed as a claim in any bankruptcy proceeding) and all Hedging Obligations with respect thereto;

  
 (2) any other Indebtedness of the Issuers or
any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any
Subsidiary Guarantee, and 
  
 (3) all Obligations
with respect to the items listed in the preceding clauses (1) and (2). 
  
 Notwithstanding anything to the contrary in the foregoing, Senior Debt shall not include: 
  
 (1) any liability for federal, state, local or other taxes owed or owing by the Issuers; 
  
 (2) any intercompany Indebtedness of the Issuers or any of
their Subsidiaries to the Company or any of its Affiliates; 
  
 (3) any trade payables; 
  
 (4) the portion of any Indebtedness that is incurred in violation of this Indenture provided that Indebtedness outstanding under Credit Facilities shall not cease to be Senior Debt as a result of this clause
(4) if the lenders or agents thereunder obtained a 

  

 25 








 
representation from the Company or any of its Subsidiaries on the date such Indebtedness was incurred to the effect that such Indebtedness was not prohibited
by this Indenture; or 
  
 (5) Indebtedness which
is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of Section 1111(b)(1) of the Bankruptcy Code. 
  
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights
Agreement. 
  
 “Significant Subsidiary” means any
Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1–02 of Regulation S–X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 
  
 “Special Interest” means all special interest then owing
pursuant to the Registration Rights Agreement. 
  
 “Specified Cost Savings” means, for purposes of calculating Consolidated Adjusted EBITDA for any specified Measurement Period, the amount of cost savings in respect of cost reduction efforts, calculated on a pro forma basis
as though such cost savings had been achieved on the first day of the Measurement Period, pursuant to specific actions taken during the Measurement Period minus the amount of actual benefits realized for the Measurement Period from such
actions (provided that (1) such actions are commenced within 24 months of the date of this Indenture, (2) the amount of cost savings added pursuant to clause (11) of the definition of Consolidated Adjusted EBITDA shall not exceed $10,000,000 during
the Measurement Period, (3) no amount shall be added pursuant to clause (11) of the definition of Consolidated Adjusted EBITDA to the extent any expenses or charges relating to such cost savings are added back pursuant to clause (9) or clause (10)
of the definition of Consolidated Adjusted EBITDA with respect to the Measurement Period and (4) any such cost savings shall be certified to the Trustee in writing in reasonable detail by the chief financial officer of the Company and, if they
exceed $2,000,000, by the Board of Directors of Company). 
  
 “Specified Other Restructuring Charges” means, for purposes of calculating Consolidated Adjusted EBITDA for any specified Measurement Period, any non-recurring cash restructuring expenses or charges incurred on or after the
date of this Indenture (other than those in respect of employee severance) relating to either the Acquisition or cost reduction efforts in an aggregate amount not to exceed the sum of (i) $5,000,000 plus (ii) the amount, if any, by which (A)
$10,000,000 (or such lesser amount calculated pursuant to clause (y) of the proviso below) exceeds (B) the amount of any non-recurring cash restructuring expenses or charges incurred on or after the date of this Indenture (other than those in
respect of employee severance) relating to either the Acquisition or cost reduction efforts during the eight consecutive full fiscal quarters (or such lesser number of full fiscal quarters since the date of this Indenture) immediately prior to the
Measurement Period; provided that (x) the aggregate amount added back pursuant to clause (10) of the definition of Consolidated Adjusted EBITDA plus the amount added back pursuant to clause (9) of the definition of Consolidated
Adjusted EBITDA shall not exceed $15,000,000 for the Measurement Period and (y) the maximum carryover amount pursuant to clause (ii) above 

  

 26 








 
shall accumulate at the rate of $1,250,000 per fiscal quarter commencing with the fiscal quarter ending March 31, 2005. 
  
 “Specified Severance-Related Restructuring Charges” means,
for purposes of calculating Consolidated Adjusted EBITDA for any specified Measurement Period, any non-recurring cash restructuring expenses or charges incurred on or after the date of this Indenture in respect of employee severance relating to
either the Acquisition or cost reduction efforts in an aggregate amount not to exceed the sum of (i) $3,000,000 plus (ii) the amount, if any, by which (A) $6,000,000 (or such lesser amount calculated pursuant to clause (y) of the proviso
below) exceeds (B) the amount of any non-recurring cash restructuring expenses or charges incurred on or after the date of this Indenture in respect of employee severance relating to either the Acquisition or cost reduction efforts during the eight
consecutive full fiscal quarters (or such lesser number of full fiscal quarters since the date of this Indenture) immediately prior to the Measurement Period; provided that (x) the aggregate amount added back pursuant to clause (9) of the
definition of Consolidated Adjusted EBITDA plus the amount added back pursuant to clause (10) of the definition of Consolidated Adjusted EBITDA shall not exceed $15,000,000 for the Measurement Period and (y) the maximum carryover amount
pursuant to clause (ii) above shall accumulate at the rate of $750,000 per fiscal quarter commencing with the fiscal quarter ending March 31, 2005. 
  
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the
payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof. 
  
 “Subordinated Management Fees” means the management fees payable pursuant to the Management Services Agreement which in the event of a bankruptcy of the Company shall be subordinated to the prior
payment in full, in cash, of all Obligations due in respect of the Notes (including interest after the commencement of any bankruptcy proceeding at the rate specified in the Notes) and payment of which shall be suspended during the continuance of a
payment default in respect of the Notes. 
  
 “Subsidiary” means, with respect to any specified Person: 
  
 (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 
  
 (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of 

  

 27 








 
which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 
  
 “Subsidiary Guarantee” means the Guarantee by each Guarantor of the Issuers’ Obligations under this
Indenture and on the Notes, executed pursuant to the provisions of this Indenture. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified thereunder. 
  
 “Trustee” means the party named as such in the preamble to
this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
  
 “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private
Placement Legend. 
  
 “Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 
  
 “Unrestricted Subsidiary” means any Subsidiary of the Company and any Subsidiary of an Unrestricted Subsidiary that is designated by the
Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 
  
 (1) has no Indebtedness other than Non-Recourse Debt; 
  
 (2) except as permitted by Section 4.11 hereof, is not party
to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; 
  
 (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a)
to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 
  
 (4) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 
  
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
  
 “Voting Stock” of any specified Person as of any date means
the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
  

 28 








 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date,
the number of years obtained by dividing: 
  
 (1)
the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 
  
 (2) the then outstanding principal amount of such Indebtedness. 
  

	Section 1.02	Other Definitions. 

  

			
	 Term

	  	Defined
in
Section


	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Permitted Debt”
	  	4.09
	 “ Payment Blockage Notice”
	  	10.03
	 “Payment Default”
	  	6.01
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07

  

	Section 1.03	Incorporation by Reference of Trust Indenture Act. 

  
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings:

  
 “indenture securities” means the Notes; 

 

 29 








 “indenture security Holder” means a Holder of a Note; 
  
 “indenture to be qualified” means this Indenture;

  
 “indenture trustee” or “institutional
trustee” means the Trustee; and 
  
 “obligor” on the Notes and the Subsidiary Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively. 
  
 All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  

	Section 1.04  	Rules of Construction. 

  
 Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (3) “or” is not exclusive; 
  
 (4) words in the singular include the plural, and in the
plural include the singular; 
  
 (5)
“will” shall be interpreted to express a command; 
  
 (5) provisions apply to successive events and transactions; and 
  
 (6) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or
rules adopted by the SEC from time to time. 
  
 ARTICLE 2.

 THE NOTES 
  

	Section 2.01  	Form and Dating. 

  
 (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibits A1 or A2 attached
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form reasonably acceptable to the 

  

 30 








 
Company). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. 

 
 The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
  
 (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibits A1 or A2 attached hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A1 attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges,
repurchases, and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof and shall be made on the records of the Trustee and the Depositary. 
  
 (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as
hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of: 
  
 (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they
have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during
the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section
2.06(b) hereof); and 
  
 (2) an Officer’s
Certificate from the Issuers. 
  
 Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent 

  

 31 








 
Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Note, the Trustee shall cancel the
Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 
  
 (3) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System”
and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 
  

	Section 2.02	  Execution and Authentication. 

  
 At least one Officer must sign the Notes for the Issuers by manual or facsimile signature. 
  
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. 
  
 A Note shall not be valid until
authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. 
  

The Trustee shall authenticate and deliver: (i) on the Issue Date, an aggregate principal amount of $200.0 million 8.125% Senior Subordinated Notes due
2014, (ii) Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Issuers pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration
Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon a written order of the Issuers signed by one Officer (an “Authentication Order”). Such Authentication Order shall specify the
amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. 
  
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers. 

 

	Section 2.03  	Registrar and Paying Agent. 

  
 The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or


  

 32 








 
more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying
agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
  
 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
  
 The Issuers initially appoint the Trustee to act as the Registrar and Paying
Agent and to act as Custodian with respect to the Global Notes. 
  

	Section 2.04  	Paying Agent to Hold Money in Trust. 

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

	Section 2.05	  Holder Lists. 

  
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all
Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuers shall otherwise comply with TIA § 312(a). 
  

	Section 2.06	  Transfer and Exchange. 

  
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except in whole (but not in part) by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be
exchanged by the Issuers for Definitive Notes if: 
  
 (1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary; 
  

 33 








 (2) the Issuers in their sole discretion determine that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to
(x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or 
  
 (3) there has occurred and is continuing an Event of Default with respect to the Notes and the Registrar has
received from the Depositary a written request. 
  
 Upon the
occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the
form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b),
(c) or (f) hereof. 
  
 (b) Transfer and Exchange of Beneficial
Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
  
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests
in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(1). 
  

 34 








 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with
all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 
  
 (A) both: 
  
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
  
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or 
  
 (B) both: 
  
 (i)
a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged; and 
  
 (ii)
instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in clause (i) above; provided that in no
event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903 under the Securities Act. 
  
 Upon
consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter
of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. 
  
 Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
  
 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a
Person who 

  

 35 








 
takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section
2.06(b)(2) above and the Registrar receives the following: 
  
 (A) if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in
item (1) thereof; and 
  
 (B) if the transferee
shall take delivery in the form of a beneficial interest in the Regulation S Global Note then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 
  
 (4) Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  
 (C) such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
  
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an 

  

 36 








 
Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers
shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
  
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
  
 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

  
 (1) Beneficial Interests in Restricted
Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; 
  
 (D) if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(a) thereof; 
  

 37 








 (E) if such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and
deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The
Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
  
 (2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C)
hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted
Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act
other than Rule 903 or Rule 904. 
  
 (3)
Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of
the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  

 38 








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

  
 (d) Transfer and Exchange of Definitive Notes for
Beneficial Interests. 
  
 (1) Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive


  

 39 








 
Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the
following documentation: 
  
 (A) if the Holder of
such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
  
 (B) if such Restricted Definitive Note is being transferred
to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
  
 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
  
 (E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note and in the case of clause (C) above, the Regulation S Global Note. 
  
 (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if: 
  
 (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (i) a Broker-Dealer, (ii) a Person participating in 

  

 40 








 
the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the Holder of such Definitive Notes proposes to
exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
  
 (ii) if the Holder of such Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

  
 and, in each such case set forth in this subparagraph (D), if
the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee shall cancel the Definitive
Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
  
 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of
a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 
  
 If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Unrestricted 

  

 41 








 
Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes transferred or exchanged pursuant to subparagraph (2)(B),
(2)(D) or (3) above. 
  
 (e) Transfer and Exchange of
Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior
to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed
by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section
2.06(e). 
  
 (1) Restricted Definitive Notes
to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

 
 (A) if the transfer shall be made pursuant to Rule 144A,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; and 
  
 (C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications required by item (3) thereof, if applicable. 
  
 (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons
who take delivery thereof in the form of an Unrestricted Definitive Note if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) any such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  

 42 








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

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 Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of
the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in
the appropriate principal amount. 
  
 (g) Legends. The
following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
  
 (1) Private Placement Legend. 
  
 (A) Except as permitted by subparagraph (B) below, each
Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form. 
  
 “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (5) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT (IF AVAILABLE) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.” 
  
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
(d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 
  
 (2) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

  
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO


  

 44 








 
SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

  
 (3) Regulation S Temporary Global Note
Legend. 
  
 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON.” 
  
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled
in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such 

  

 45 








 
Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  
 (i) General Provisions Relating to Transfers and Exchanges.

  
 (1) To permit registrations of transfers and
exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request. 
  
 (2) No service charge shall be made to a Holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.06 hereof). 
  
 (3) The Registrar shall not be required to register the
transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
  
 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (5) The Issuers shall not be required: 
  
 (A) to issue, to register the transfer of or to exchange any
Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 
  
 (B) to register the transfer of or to exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 
  
 (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 
  
 (6) Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and
for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 
  

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 (7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof. 
  
 (8)
All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
  

	Section 2.07 	Replacement Notes. 

  
 If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may
charge for their expenses in replacing a Note. 
  
 Every
replacement Note is an additional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
  

	Section 2.08 	Outstanding Notes. 

  
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.  

 
 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 
  
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

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

  

 47 









	Section 2.09 	Treasury Notes. 

  
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded. 
  

	Section 2.10 	Temporary Notes. 

  
 Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without
unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
  
 Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 
  

	Section 2.11 	Cancellation. 

  
 The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled Notes
(subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation. 
  

	Section 2.12 	Defaulted Interest. 

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

 48 









	Section 2.13 	CUSIP Numbers. 

  
 The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use), and, if so, the Trustee will use CUSIP numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Notes, and any such redemption will not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the Trustee of any change in the CUSIP numbers.

  

	Section 2.14 	Issuance of Additional Notes. 

  
 The Issuers will be entitled, from time to time, subject to its compliance with Section 4.09 hereof, without consent of the Holders, to issue Additional
Notes under this Indenture with identical terms as the Initial Notes issued on the Issue Date other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and (iv)
any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes issued on the Issue Date, any Additional Notes and all Exchange Notes issued in exchange therefor will be
treated as a single class for all purposes under this Indenture. 
  
 With respect to any Additional Notes, the Issuers will set forth in an Officer’s Certificate pursuant to a resolution of the Board of Directors of the Issuers, copies of which will be delivered to the Trustee, the following
information: 
  
 (1) the aggregate principal
amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 
  
 (2) the issue price, the issue date and the CUSIP number of such Additional Notes; provided, however, that no Additional
Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended; and 
  
 (3) whether such Additional Notes will be subject to
transfer restrictions or will be issued in the form of Exchange Notes. 
  
 ARTICLE 3. 
 REDEMPTION AND PREPAYMENT 
  

	Section 3.01 	Notices to Trustee. 

  
 If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth: 
  
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 
  

 49 








 (2) the redemption date; 
  
 (3) the principal amount of Notes to be redeemed; and 
  
 (4) the redemption price. 
  

	Section 3.02 	Selection of Notes to Be Redeemed or Purchased. 

  
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select Notes for redemption or
purchase as follows: 
  
 (1) if the Notes are
listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or 
  

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the
Trustee shall deem fair and appropriate. 
  
 In the event of
partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase. 
  
 The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.
Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

  

	Section 3.03 	Notice of Redemption. 

  
 Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Issuers shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture. 
  
 The notice shall identify the Notes to be redeemed and shall state: 
  
 (1) the redemption date; 
  

 50 








 (2) the redemption price; 
  
 (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed
and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 
  
 (4) the name and address of the Paying Agent; 
  
 (5) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price; 
  
 (6) that, unless the Issuers default in making such redemption payment, interest and Special Interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date; 
  
 (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; and 
  
 (8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes. 
  
 At the Issuers’ request, the Trustee shall give
the notice of redemption in the Issuers’ name and at its expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days prior to the redemption date, an Officer’s Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
  

	Section 3.04 	Effect of Notice of Redemption. 

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

	Section 3.05 	Deposit of Redemption or Purchase Price. 

  
 Prior to 10:00 a.m. New York City time on the relevant redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money
deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased. 
  
 If the Issuers comply with the provisions of the preceding paragraph, on and
after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest 

  

 51 








 
record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof. 
  

	Section 3.06 	Notes Redeemed or Purchased in Part. 

  
 Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and, upon receipt of an Authentication Order, the Trustee shall
authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 
  


	Section 3.07 	Optional Redemption. 

  
 (a) At any time prior to January 15, 2007, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price of 108.125% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the
Issuers’ or a contribution to the common equity capital of the Company from the net proceeds of one or more Equity Offerings by a direct or indirect parent of the Company (in each case, other than Excluded Contributions and the net proceeds of
a sale of Designated Preferred Stock; provided that: 
  
 (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of
such redemption; and 
  
 (2) the redemption
occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. 
  
 (b) On or after January 15, 2009, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on
January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 
  


				
	 Year

	  	Percentage

	 
	 2009
	  	104.063	%
	 2010
	  	102.708	%
	 2011
	  	101.354	%
	 2012 and thereafter
	  	100.000	%

  

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 (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01
through 3.06 hereof. 
  

	Section 3.08 	Mandatory Redemption. 

  
 The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  

	Section 3.09 	Offer to Purchase by Application of Excess Proceeds. 

  
 In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale
Offer”), it shall follow the procedures specified below. 
  
 The Asset Sale Offer shall be made to all Holders and if the Company elects (or is required by the terms of other pari passu indebtedness), all holders of other Indebtedness that is pari passu with the Notes. The Asset Sale
Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later
than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu
Indebtedness, if any, (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made
pursuant to Section 4.01 hereof. 
  
 If the Purchase Date is on or
after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record
date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
  
 Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to
the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
  
 (1) that the Asset Sale Offer is being made pursuant to this
Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; 
  
 (2) the Offer Amount, the purchase price and the Purchase Date; 
  

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

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

  

 54 








 
to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not
so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. 
  
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof. 
  
 ARTICLE 4. 
 COVENANTS 
  

	Section 4.01 	Payment of Notes. 

  
 The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. New York
City time on the due date money deposited by or on behalf of the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuers shall pay all Special Interest, if
any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
  
 The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1%
per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest
(without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes shall accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 
  

	Section 4.02 	Maintenance of Office or Agency. 

  
 The Issuers shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission 

  

 55 








 
shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such
purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 The Issuers hereby designate the New York Office of the Trustee as one such office or agency of the Issuers in accordance
with Section 2.03 hereof. 
  

	Section 4.03 Reports.	

  
 (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders or cause the Trustee to furnish to the Holders, within the time
periods specified in the SEC’s rules and regulations: 
  
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and 
  
 (2) all current reports that would be required to be filed
with the SEC on Form 8-K if the Company were required to file such reports. 
  
 (b) All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the
Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company shall file a copy
of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and shall
post the reports on its website within those time periods. 
  
 (c)
If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless
continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any
such filings. If, notwithstanding the foregoing, the SEC shall not accept the Company’s filings for any reason, the Company shall post the reports referred to in the preceding paragraphs on its website within the time periods that would apply
if the Company were required to file those reports with the SEC. 
  
 (d) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they shall furnish to the
Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
  

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	Section 4.04 	Compliance Certificate. 

  
 (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 105 days after
the end of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Issuers and their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with
a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge the Issuers have kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect
thereto. 
  
 (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Issuers’ independent public accountants
(who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Issuers have violated any
provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation. 
  
 (c) So long
as any of the Notes are outstanding, the Issuers shall deliver to the Trustee, within 30 days upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what
action the Issuers are taking or propose to take with respect thereto. 
  

	Section 4.05 	Taxes. 

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

	Section 4.06 	Stay, Extension and Usury Laws. 

  
 The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and 

  

 57 








 
the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and
covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

  

	Section 4.07 	Restricted Payments. 

  
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
  
 (1) declare or pay any dividend or make any other payment or
distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company); 
  
 (2)
purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

  
 (3) make any payment on or with respect to,
or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee (excluding any intercompany Indebtedness between or
among the Company and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof (other than the purchase, repurchase or other acquisition of any such subordinated Indebtedness purchased in
anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case within one year of the date of acquisition); or 
  
 (4) make any Restricted Investment 
  
 (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as
“Restricted Payments”), 
  
 unless, at the time of and
after giving effect to such Restricted Payment: 
  
 (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; 
  
 (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of 

  

 58 








 
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of this Indenture; and 
  
 (3) such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (12), (13), (14), (15) and
(17) of paragraph (b) below), is less than the sum, without duplication, of: 
  
 (A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the
Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

  
 (B) 100% of the aggregate Qualified Proceeds
received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock, Excluded Contributions and the net proceeds from a
sale of Designated Preferred Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other
than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus 
  
 (C) 100% of the aggregate Qualified Proceeds from (x) the sale or other disposition (other than to the Company or a Restricted Subsidiary)
of any Restricted Investment that was made after the date of this Indenture and (y) repurchases, redemptions and repayments of such Restricted Investments and the receipt of any dividends or distributions from such Restricted Investments;
plus 
  
 (D) to the extent that any
Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of
the date of such redesignation; plus 
  
 (E) in the event the Company or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the Company’s or any Restricted
Subsidiary’s existing Investment in such Person that was previously treated as a Restricted Payment. 
  

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 (b) The provisions of Section 4.07(a) shall not prohibit: 
  
 (1) the payment of any dividend or other distribution or the
consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have
complied with the provisions of this Indenture; 
  
 (2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock)
or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment shall be excluded from clause (3)(B) of
Section 4.07(a); 
  
 (3) the repurchase,
redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially
concurrent incurrence of Permitted Refinancing Indebtedness; 
  
 (4) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the
date of this Indenture in accordance with Section 4.09; 
  
 (5) the repurchase, redemption or other acquisition for value of Disqualified Stock of the Company or any Restricted Subsidiary of the Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of Replacement Preferred Stock that is permitted to be incurred pursuant to Section 4.09; 
  
 (6) the payment of any dividend or other distributions to holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) issued by the Company after the date of this Indenture; 
  
 (7) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 
  
 (8) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries, and any dividend
payment or other distribution by the Company or a Restricted Subsidiary to a direct or indirect parent holding company of the Company utilized for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of
such direct or indirect parent holding company held by any current or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries, in each case, pursuant to any equity subscription agreement, stock option
agreement, shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate price paid for all such repurchased, redeemed, 

  

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acquired or retired Equity Interests may not exceed $7.5 million in any calendar year (with unused amounts in any immediately preceding calendar year being
carried over to the succeeding calendar year subject to a maximum carry-over amount of $7.5 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed: 
  
 (A) the cash proceeds from the sale of Equity Interests of
the Company and, to the extent contributed to the Company as common equity capital, Equity Interests of the Company’s direct or indirect parent entities, in each case to members of management, directors or consultants of the Company, any of its
Subsidiaries or any of its direct or indirect parent entities that occurs after the date of this Indenture, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments
by virtue of clause (3)(B) of Section 4.07(a), and excluding Excluded Contributions, plus 
  
 (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the date of this
Indenture, less 
  
 (C) the amount of any
Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (8); 
  
 and; provided further that cancellation of Indebtedness owing to the Company from members of management or consultants of the Company or any of its Restricted Subsidiaries, or any direct or indirect parent
holding company of the Company, in connection with a repurchase of Equity Interests of the Company or any direct or indirect parent holding company of the Company shall not be deemed to constitute a Restricted Payment for purposes of this covenant
or any other provision of this Indenture; 
  
 (9)
the repurchase of Equity Interests deemed to occur upon the exercise of options, rights or warrants to the extent such Equity Interests represent a portion of the exercise price of those options, rights or warrants; 
  
 (10) the repurchase, redemption, defeasance or other
acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with any Excess Proceeds that remain after consummation of an Asset Sale Offer;

  
 (11) so long as no Default has occurred and
is continuing or would be caused thereby, after the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the Notes pursuant to Section 4.15 of this Indenture (including the purchase of the Notes
tendered), any purchase or redemption of Indebtedness that is contractually subordinated to the Notes or to any Subsidiary Guarantee required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not
to exceed 101% of the outstanding principal amount 

  

 61 








 
thereof, plus any accrued and unpaid interest; provided, however, the Company would be able to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) after giving pro forma effect to such Restricted Payment; 
  
 (12) cash payments in lieu of fractional shares issuable as dividends on Preferred Stock of the Company or any of its Restricted
Subsidiaries; 
  
 (13) Permitted Payments to
Parent; 
  
 (14) so long as no Default has
occurred and is continuing or would be caused thereby, the payment: 
  
 (A) by the Company or any Restricted Subsidiary to any direct or indirect parent of the Company, which payment is used by the Person receiving such payment, following the first initial public offering of common Equity
Interests by such Person, to pay dividends of up to 6% per annum of the net proceeds received by such Person in such public offering that are contributed to the Company as common equity capital, or 
  
 (B) by the Company, following the first initial public
offering of common Equity Interests by the Company, to pay dividends of up to 6% per annum of the net proceeds received by the Company in such public offering; 
  

(excluding, in the case of both clause (A) and clause (B), public offerings of common Equity Interests registered on Form S-8 and any other public sale
to the extent the proceeds thereof are Excluded Contributions); 
  
 (15) Investments that are made with Excluded Contributions; 
  
 (16) distributions or payments of Receivables Fees; 
  
 (17) payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the
Acquisition; and 
  
 (18) so long as no Default
has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $30.0 million since the date of this Indenture. 
  
 (c) The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted
Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to
be valued by this Section 4.07 shall be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. 
  

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	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

  
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or
permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
  
 (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; 
  
 (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or 
  
 (3) sell, lease or transfer any of its properties or assets
to the Company or any of its Restricted Subsidiaries. 
  
 (b) The
restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: 
  
 (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments,
restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements
or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 
  
 (2) this Indenture, the Notes and the Subsidiary Guarantees;

  
 (3) applicable law, rule, regulation or
order; 
  
 (4) any instrument governing
Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided
that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 
  
 (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; 
  
 (6) purchase money obligations for property acquired in the
ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a); 
  

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 (7) any agreement for the sale or other disposition of all or substantially all the
Capital Stock or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; 
  
 (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 
  
 (9) Liens permitted to be incurred under Section 4.12 of this Indenture that limit the right of the debtor
to dispose of the assets subject to such Liens; 
  
 (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable
only to the assets that are the subject of such agreements; 
  
 (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and 
  
 (12) customary provisions imposed on the transfer of copyrighted or patented materials. 
  

	Section 4.09	Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 

  
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company shall not issue any
Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuers and the Guarantors may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock or such preferred stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as
if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. 
  

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 (b) The provisions of Section 4.09(a) shall not prohibit the incurrence of any of the following items of
Indebtedness or the issuance of any of the following items of Disqualified Stock or preferred stock (collectively, “Permitted Debt”): 
  
 (1) the incurrence by the Company (and the Guarantee thereof by the Guarantors) of additional Indebtedness under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to
exceed $420.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries since the date of the Indenture to repay any term Indebtedness under a Credit Facility or to repay
any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Section 4.10 of this Indenture and less the amount of Indebtedness incurred pursuant to clause (2) of this
Section 4.09(b); 
  
 (2) the incurrence by any
Foreign Subsidiary of the Company of Indebtedness the net proceeds of which are used to refund, refinance or replace Indebtedness outstanding pursuant to clause (1) of this Section 4.09(b), in an aggregate principal amount not to exceed $50.0
million at any time outstanding; 
  
 (3) the
incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; 
  
 (4) the incurrence by the Issuers and the Guarantors of Indebtedness represented by the Notes, replacement Notes, if any, and the related
Subsidiary Guarantees to be issued on the date of this Indenture and the Exchange Notes and related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; 
  
 (5) the incurrence or issuance by the Company or any of its Restricted Subsidiaries of Indebtedness
(including Capital Lease Obligations and Attributable Debt arising out of sale and leaseback transactions), Disqualified Stock or preferred stock, in each case, (x) incurred or issued for the purpose of financing all or any part of the purchase
price or cost of design, construction, lease, installation or improvement of property, plant or equipment used or useful in a Permitted Business or (y) otherwise constituting Attributable Debt arising out of sale and leaseback transactions, in an
aggregate principal amount, including all Permitted Refinancing Indebtedness and Replacement Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (5), not to exceed
$25.0 million at any time outstanding; 
  
 (6)
the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness or Replacement Preferred Stock in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or
discharge any Indebtedness (other than intercompany Indebtedness) or any Disqualified Stock or preferred stock that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (2), (3), (4), (5), (6), (14), (18) or (19) of this
Section 4.09(b); 
  

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 (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 
  
 (A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness
must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company or the Subsidiary Guarantee, in the case of a Guarantor; and 
  
 (B) (i) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a
Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute a new incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, which new incurrence is not permitted by this clause (7);

  
 (8) the issuance by any of the Company’s
Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 
  
 (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the
Company or a Restricted Subsidiary of the Company; and 
  
 (B) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, 
  
 shall be deemed, in each case, to constitute a new issuance of such preferred stock by such Restricted Subsidiary which new issuance is not permitted by
this clause (8); 
  
 (9) the incurrence by the
Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business; 
  
 (10) the guarantee: 
  
 (A) by the Issuers or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to
be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to
the same extent as the Indebtedness guaranteed; and 
  

 66 








 (B) by any Restricted Subsidiary that is not a Guarantor of Indebtedness of a Restricted
Subsidiary that is not a Guarantor; 
  
 (11) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit, performance bonds, surety bonds, appeal bonds
or other similar bonds in the ordinary course of business; provided, however, that upon the drawing of letters of credit for reimbursement obligations, including with respect to workers’ compensation claims, or the incurrence of
other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, such obligations are reimbursed within 30 days following such drawing or incurrence; 
  
 (12) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course
of business, so long as such Indebtedness is extinguished within five Business Days; 
  
 (13) the incurrence of Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification,
adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary; provided that (A) the maximum
aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Subsidiaries in connection with such disposition and (B) such Indebtedness is not reflected in the balance
sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of
this clause (B)); 
  
 (14) the incurrence by any
Foreign Subsidiary of the Company, in an amount not to exceed $50.0 million at any time outstanding; provided that after giving effect to such Indebtedness, the Company would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a). 
  
 (15) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of
business; 
  
 (16) Indebtedness, Disqualified
Stock or preferred stock of Persons that are acquired by the Company or any Restricted Subsidiary (including by way of merger or consolidation) in accordance with the terms of this Indenture; provided that such Indebtedness, Disqualified
Stock or preferred stock is not incurred in contemplation of such acquisition or merger; and provided further that after giving effect to such acquisition or merger, either 
  

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 (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio; or 
  
 (B) the Company’s Fixed Charge Coverage Ratio after giving pro forma effect to such acquisition or merger would be greater than the Company’s actual Fixed Charge Coverage Ratio immediately prior to such acquisition or merger;

  
 (17) Indebtedness of the Company or a
Restricted Subsidiary in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Indebtedness remains outstanding for ten Business Days or less; 
  
 (18) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness in connection with, or in contemplation of, the acquisition of Equity Interests of KRATON JSR Elastomers K.K., including all Permitted Refinancing Indebtedness and all Replacement Preferred Stock incurred to renew,
refund, refinance, replace, defease or discharge any Indebtedness, Disqualified Stock and preferred stock incurred or issued pursuant to this clause (18), in an aggregate amount not to exceed $20.0 million; 
  
 (19) the incurrence of Indebtedness of KRATON JSR Elastomers
K.K., existing as of the date of this Indenture and deemed to be incurred by such entity on the date on which such entity becomes a Restricted Subsidiary of the Company, including all Permitted Refinancing Indebtedness and all Replacement Preferred
Stock incurred to renew, refund, refinance, replace, defease or discharge such Indebtedness, in an aggregate amount not to exceed $35.0 million; and 
  
 (20) the incurrence or issuance by the Company or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or
preferred stock in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness and all Replacement Preferred Stock incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness, Disqualified Stock and preferred stock incurred or issued pursuant to this clause (20), not to exceed $75.0 million. 
  
 For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in clauses (1) through (20) above, or is entitled to be incurred pursuant to Section 4.09(a), the Company shall be permitted to classify such item of Indebtedness on the date of
its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated
under this Indenture shall initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of this Section 4.09(b). The accrual of interest, the accretion or amortization of original issue discount, the
payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock
or preferred stock in the form of 

  

 68 








 
additional shares of the same class of Disqualified Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock or preferred stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued (other than the reclassification of preferred stock as
Indebtedness due to a change in accounting principles). 
  
 Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of
fluctuations in exchange rates or currency values. 
  
 For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the
relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that (1) the U.S. dollar-equivalent principal amount of any
such Indebtedness outstanding or committed on the date of this Indenture shall be calculated based on the relevant currency exchange rate in effect on the date of this Indenture, and (2) if such Indebtedness is incurred to refinance other
Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced. The principal amount of any
Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which the respective
Indebtedness is denominated that is in effect on the date of such refinancing. 
  
 The amount of any Indebtedness outstanding as of any date shall be: 
  
 (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; 
  
 (2) the principal amount of the Indebtedness, in the case of
any other Indebtedness; and 
  
 (3) in respect of
Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 
  
 (A) the Fair Market Value of such assets at the date of determination; and 
  
 (B) the amount of the Indebtedness of the other Person. 
  

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	Section 4.10	Asset Sales. 

  
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
  
 (1) the Company (or the Restricted Subsidiary, as the case
may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and 
  
 (2) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in
the form of cash. For purposes of this provision, each of the following shall be deemed to be cash: 
  
 (A) Cash Equivalents; 
  
 (B) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary
(other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the
Company or such Restricted Subsidiary from further liability; 
  
 (C) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days
of receipt, to the extent of the cash received in that conversion; 
  
 (D) any Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated Noncash Consideration received pursuant to this clause (d) (and not subsequently converted into
Cash Equivalents that are treated as Net Proceeds of an Asset Sale) does not exceed $15.0 million since the date of this Indenture, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and
without giving effect to subsequent changes in value; and 
  
 (E) any stock or assets of the kind referred to in clauses (2) or (4) of Section 4.10(b). 
  
 (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds at its option: 
  
 (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 
  

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 (2) to acquire all or substantially all of the assets of, or any Capital Stock of,
another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 
  
 (3) to make a capital expenditure; or 
  
 (4) to acquire Additional Assets. 
  
 Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Proceeds in any manner that is not prohibited by this Indenture. 
  
 (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million,
within ten Business Days thereof, the Company shall make an Asset Sale Offer to all Holders and if the Company elects (or is required by the terms of such other pari passu Indebtedness), all holders of other Indebtedness that is pari
passu with the Notes. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after the consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero. 
  
 (d) The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to
an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.10 of this Indenture, the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such compliance. 
  

	Section 4.11	Transactions with Affiliates. 

  
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose
of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company
involving aggregate consideration in excess of $5.0 million (each an “Affiliate Transaction”), unless: 
  
 (1) such Affiliate Transaction is on terms that taken as a whole, are not materially less favorable to the Company or the relevant
Restricted Subsidiary than those that would 

  

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have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 
  
 (2) the Company delivers to the Trustee: 
  
 (A) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with
clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors of the Company; and 
  
 (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of
national standing. 
  
 (b) The following items shall not be deemed
to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.11(a): 
  
 (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into
by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; 
  
 (2) transactions between or among the Company and/or its Restricted Subsidiaries; 
  
 (3) transactions with a Person (other than an Unrestricted
Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
  
 (4) payment of reasonable directors’ fees; 

 
 (5) any issuance of Equity Interests (other than
Disqualified Stock) of the Company to Affiliates of the Company; 
  
 (6) Restricted Payments that do not violate Section 4.07 hereof; 
  
 (7) payment of fees and the reimbursement of other expenses to the Permitted Holders in connection with the Acquisition; 
  
 (8) payment of Subordinated Management Fees not in excess of
$2.0 million per annum pursuant to the Management Services Agreement as in effect on the date of this Indenture and the reimbursement of all other expenses; 
  

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 (9) loans (or cancellation of loans) or advances to employees in the ordinary course of
business; 
  
 (10) transactions with customers,
suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance
with the terms of this Indenture, and which are fair to the Company or its Restricted Subsidiaries, as applicable, in the reasonable determination of the Board of Directors or the senior management of the Company or its Restricted Subsidiaries, as
applicable, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 
  
 (11) the existence of, or the performance by the Company or any Restricted Subsidiary of their obligations under the terms of, any
stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date of this Indenture and any similar agreements which it may enter into thereafter; provided,
however, that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the date of this Indenture
shall only be permitted by this clause to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of the Notes in any material respect; 
  
 (12) the Acquisition; 
  
 (13) sales of accounts receivables, or participations therein, in connection with any Receivables Facility;

  
 (14) Permitted Payments to Parent;

  
 (15) any management, financial advisory,
financing, underwriting or placement services or any other investment banking, banking or similar services involving the Company and any of its Restricted Subsidiaries (including without limitation any payments in cash, Equity Interests or other
consideration made by the Company or any of its Restricted Subsidiaries in connection therewith) on the one hand and the Permitted Holders on the other hand, which services (and payments and other transactions in connection therewith) are approved
by a majority of the members of the Board of Directors of the Company in good faith; 
  
 (16) the issuance or sale of any Capital Stock by the Company; 
  
 (17) the issuance of Equity Interest in the Company or any Restricted Subsidiary for compensation purposes;

  
 (18) intellectual property licenses in the
ordinary course of business; and 
  

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 (19) Existing Indebtedness and any other obligations pursuant to an agreement existing on
the date of this Indenture, including any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect). 
  

	Section 4.12	Liens. 

  
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or become
effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable
basis with the obligations so secured until such time as such obligations are no longer secured by a Lien. 
  

	Section 4.13	Business Activities. 

  
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 
  

	Section 4.14	Corporate Existence. 

  
 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect: 
  
 (1) its corporate or limited liability company existence,
and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and

  
 (2) the rights (charter and statutory),
licenses and franchises of the Company and its Restricted Subsidiaries; 
  
 provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, limited liability company, partnership or other existence of any of its Restricted
Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders. 
  

	Section 4.15	Offer to Repurchase Upon Change of Control. 

  
 (a) If a Change of Control occurs, each Holder shall have the right to require the Issuers to make an offer (a “Change of Control Offer”)
to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any,
on the Notes repurchased, if any, to the date of purchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, 

  

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(the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and stating: 
  
 (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered shall be accepted for
payment; 
  
 (2) the purchase price and the
purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
  
 (3) that any Note not tendered shall continue to accrue interest; 
  
 (4) that, unless the Issuers default in the payment of the
Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Special Interest after the Change of Control Payment Date; 
  
 (5) that Holders electing to have any Notes purchased
pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the
address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 
  
 (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the
second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; 
  
 (7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or
an integral multiple thereof; and 
  
 (8) that
Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in integral multiples of $1,000 only. 
  
 The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or
4.15 of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such compliance. 
  

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 (b) On the Change of Control Payment Date, the Issuers shall, to the extent lawful: 
  
 (1) accept for payment all Notes or portions of Notes
properly tendered pursuant to the Change of Control Offer; 
  
 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 
  
 (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. 
  
 The Paying Agent shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
  
 Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of
Control, the Issuers shall either repay all their outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing their outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.

  
 (c) Notwithstanding anything to the contrary in this Section
4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this
Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 of this Indenture unless and until there is a Default in payment of
the applicable redemption price. 
  

	Section 4.16	No Layering of Debt. 

  
 The Issuers shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior
in right of payment to any Senior Debt of the Issuers and senior in right of payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior
in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Subsidiary Guarantee. No such Indebtedness shall be considered to be senior by virtue of being secured on a first or junior priority
basis. 
  

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	Section 4.17	Designation of Restricted and Unrestricted Subsidiaries. 

  
 The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a
Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted
Subsidiary shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 4.07 or under one or more clauses of the definition of Permitted Investments, as
determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the
Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. 
  
 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy
of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to
be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in Default of Section 4.09. The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary, and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, and (2) no Default or Event of Default would be in existence following such designation.

  

	Section 4.18	Limitation on Sale and Leaseback Transactions. 

  
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the
Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: 
  
 (1) the Company or that Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to
such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) or under Section 4.09(b)(5) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof; 

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

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 (3) the transfer of assets in that sale and leaseback transaction is permitted by, and
the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof. 
  

	Section 4.19	Existence of Corporate Co-Issuer. 

  
 The Company shall always maintain a wholly-owned Restricted Subsidiary of the Company organized as a corporation under the laws of the United States of
America, any State thereof or the District of Columbia that will serve as a co-issuer of the Notes unless the Company is itself a corporation under the laws of the United States of America, any State thereof or the District of Columbia. 

 

	Section 4.20	Payments for Consent. 

  
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or
for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive
or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
  

	Section 4.21	Additional Subsidiary Guarantees. 

  
 If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the date of this Indenture that guarantees Indebtedness
under the Credit Agreement, then that newly acquired or created Subsidiary shall become a Guarantor and execute a Subsidiary Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee and deliver an Opinion of
Counsel in form and substance satisfactory to the Trustee within 30 Business Days of the date on which it was acquired or created. The form of such Subsidiary Guarantee is attached as Exhibit E hereto. 
  
 ARTICLE 5. 
 SUCCESSORS 
  

	Section 5.01	Merger, Consolidation, or Sale of Assets. 

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

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

	Section 5.02	Successor Corporation Substituted. 

  
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of
the Company in a transaction that is 

  

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

  
 ARTICLE 6. 
 DEFAULTS AND REMEDIES 
  

	Section 6.01	Events of Default. 

  
 Each of the following is an “Event of Default”: 
  

(1) default for 30 days in the payment when due of interest on, or Special Interest with respect to, the Notes whether or not
prohibited by the subordination provisions of this Indenture; 
  
 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of this Indenture;

  
 (3) failure by the Company or any of its
Restricted Subsidiaries to comply with the provisions of Section 5.01 hereof; 
  
 (4) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19, 4.20 and 4.21 for 45 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; 
  
 (5) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture; 
  

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such 

  

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Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default: 
  
 (A) is caused by a failure to pay principal of, or interest
or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or 
  
 (B) results in the acceleration of such Indebtedness prior to its express maturity, 
  
 and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; 
  
 (7) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance
issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Restricted Subsidiary,
the failure by the Company or such Restricted Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without
being paid, discharged, waived or stayed; 
  
 (8)
except as permitted by this Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or
any Guarantor, that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days
after receipt of the notice specified in this Indenture; and 
  
 (9) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 
  
 (A) commences a voluntary case, 
  
 (B) consents to the entry of an order for relief against it in an involuntary case, 
  
 (C) consents to the appointment of a custodian of it or for
all or substantially all of its property, 
  
 (D)
makes a general assignment for the benefit of its creditors, or 
  
 (E) generally is not paying its debts as they become due; 
  

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 (10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: 
  
 (A) is for relief against the Company
or any of its Restricted Subsidiaries that is a Significant Subsidiary in an involuntary case; 
  
 (B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary for all or substantially
all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; or 
  
 (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; 
  
 and the order or decree remains unstayed and in effect for 60 consecutive
days. 
  

	Section 6.02	Acceleration. 

  
 In the case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, all outstanding Notes shall become due and payable immediately
without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% aggregate in principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facilities is outstanding, such acceleration shall not be effective until the earlier of (1) the acceleration of such Indebtedness under
the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration. 
  
 Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest or premium or Special Interest that has become due solely because of the acceleration) have been cured or waived. 
  

	Section 6.03	Other Remedies. 

  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Special
Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law. 
  

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	Section 6.04	Waiver of Past Defaults. 

  
 Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the
Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Special Interest, if any, or interest on, the Notes (including in
connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 
  

	Section 6.05	Control by Majority. 

  
 Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders or that may involve the Trustee in personal liability. 
  

	Section 6.06	Limitation on Suits. 

  
 A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 
  
 (1) the Holder of a Note gives to the Trustee written notice that an Event of Default is continuing;

  
 (2) the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; 
  
 (3) such Holder or Holders offer the Trustee reasonable security or indemnity against any loss, liability or expense; 
  
 (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of security or indemnity, if requested; and 
  
 (5) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request. 
  
 A Holder of
a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
  

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	Section 6.07	Rights of Holders to Receive Payment. 

  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if
any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder. 
  

	Section 6.08	Collection Suit by Trustee. 

  
 If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company and each Guarantor for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  

	Section 6.09	Trustee May File Proofs of Claim. 

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

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	Section 6.10	Priorities. 

  
 If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
  
 First: to the Trustee, its agents and attorneys for
amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
  
 Second: to Holders for amounts due and unpaid on the
Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Special Interest, if any, and interest,
respectively; and 
  
 Third: to the
Company or to such party as a court of competent jurisdiction shall direct. 
  
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 
  

	Section 6.11	Undertaking for Costs. 

  
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section
6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
  
 ARTICLE 7. 
 TRUSTEE 
  

	Section 7.01	Duties of Trustee. 

  
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the
Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  
 (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of 

  

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

	Section 7.02	Rights of Trustee. 

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

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 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by this Indenture provided, however, that the Trustee’s conduct does not constitute willful misconduct, bad faith or negligence. 
  
 (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. 
  
 (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 
  

	Section 7.03	Individual Rights of Trustee. 

  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee
(if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  

	Section 7.04	Trustee’s Disclaimer. 

  
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication. 
  

	Section 7.05	Notice of Defaults. 

  
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
  

	Section 7.06	Reports by Trustee to Holders of the Notes. 

  
 (a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the 

  

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Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

  
 (b) A copy of each report at the time of its mailing to the
Holders shall be mailed by the Trustee to the Issuers and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers shall promptly notify the Trustee when the Notes are
listed on any stock exchange. 
  

	Section 7.07	Compensation and Indemnity. 

  
 (a) The Issuers shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by
it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
  
 (b) The Issuers and the Guarantors shall indemnify the Trustee against any and all losses, liabilities or expenses incurred
by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not
relieve the Issuers or any of the Guarantors of their obligations hereunder. The Issuers or such Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the
reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
  
 (c) The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge
of this Indenture. 
  
 (d) To secure the Issuers’ and the
Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such
Lien shall survive the satisfaction and discharge of this Indenture. 
  
 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(9) or (10) hereof occurs, the expenses and the compensation for the 

  

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services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

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

	Section 7.08	Replacement of Trustee. 

  
 (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. 
  
 (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 
  
 (1) the Trustee fails to comply with Section 7.10 hereof; 
  
 (2) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; 
  
 (3) a
custodian or public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee becomes incapable of acting. 
  
 (c) If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. 
  
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuers, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  
 (e) If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 (f) A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Issuers. 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 the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid
and subject 

  

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to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations
under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
  

	Section 7.09	Successor Trustee by Merger, etc. 

  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee. 
  

	Section 7.10	Eligibility; Disqualification. 

  
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition. 
  
 This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
  

	Section 7.11	Preferential Collection of Claims Against Company. 

  
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein. 
  
 ARTICLE 8. 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance. 

  
 The Issuers may, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and all obligations of the Guarantors
with respect to the Subsidiary Guarantees upon compliance with the conditions set forth below in this Article 8. 
  

	Section 8.02	Legal Defeasance and Discharge. 

  
 Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Subsidiary Guarantees) on the date the conditions set forth
in Section 8.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by
the outstanding Notes (including the Subsidiary Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this 

  

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Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

  
 (1) the rights of Holders of outstanding
Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
  
 (2) the Issuers’ obligations with respect to such Notes
under Article 2 and Section 4.02 hereof; 
  
 (3)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith; and 
  
 (4) this Article 8. 
  

Subject to compliance with this Section 8.02, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their
option under Section 8.03 hereof. 
  

	Section 8.03	Covenant Defeasance. 

  
 Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 hereof
and Section 5.01(a)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, the
Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7) and, to the extent relating to a Significant Subsidiary, 6.01(9) and 6.01(10) hereof shall not constitute Events of Default. 
  

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	Section 8.04	Conditions to Legal or Covenant Defeasance. 

  
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
  
 (1) the Issuers must irrevocably deposit with the Trustee,
in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm
or firm of independent public accountants, to pay the principal of, and interest, and premium and Special Interest, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and
the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 
  
 (2) in the case of Legal Defeasance, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
  
 (3) in the case of Covenant Defeasance, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
  
 (4) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  
 (5) the Issuers must deliver to the Trustee an Officer’s Certificate stating that the deposit was not
made by the Issuers with the intent of preferring the Holders over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and 
  
 (6) the Issuers must deliver to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  

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	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 

  
 Subject to Section 8.06 hereof, all money and noncallable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The Issuers shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or noncallable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes. 
  
 Notwithstanding anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or noncallable Government Securities held by it as provided in Section
8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  

	Section 8.06	Repayment to Issuers. 

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

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	Section 8.07	Reinstatement. 

  
 If the Trustee or Paying Agent is unable to apply any United States dollars or noncallable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’ obligations under this Indenture
and the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium or Special Interest, if any, or interest on any Note following the reinstatement of their obligations, the
Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash or Government Securities held by the Trustee or Paying Agent. 
  
 ARTICLE 9. 
 AMENDMENT, SUPPLEMENT AND WAIVER 
  

	Section 9.01	Without Consent of Holders. 

  
 (a) Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary
Guarantees or the Notes without the consent of any Holder of a Note: 
  
 (1) to cure any ambiguity, defect or inconsistency; 
  
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
  
 (3) to provide for the assumption of the Company’s or a
Guarantor’s obligations to the Holders and Subsidiary Guarantees by a successor to the Company pursuant to Article 5 hereof; 
  
 (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal
rights hereunder of any Holder; 
  
 (5) to comply
with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 
  
 (6) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the Description of Notes to the
extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; 
  
 (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this
Indenture as of the date hereof; or 
  

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 (8) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary
Guarantee with respect to the Notes; or 
  
 (9)
to issue Exchange Notes. 
  
 (b) Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company
and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  

	Section 9.02	With Consent of Holders. 

  
 (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special
Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).  
  
 (b) Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. 
  
 (c) It is not be necessary for the consent of the Holders under this Section
9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof. 
  
 (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect 

  

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therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and
6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding, voting as a single class, may waive compliance in a particular instance by the Issuers and the Guarantors with any provision of this Indenture, the
Notes, or the Subsidiary Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
  
 (1) reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver; 
  
 (2) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the Notes except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof; 
  
 (3) reduce the rate of or change the time for payment of
interest, including default interest, on any Note; 
  
 (4) waive a Default or Event of Default in the payment of principal of or interest or premium or Special Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 
  
 (5) make any Note payable in money other than that stated in the Notes; 
  
 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights
of Holders to receive payments of principal of, or interest or premium or Special Interest, if any, on the Notes; 
  
 (7) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the
terms of this Indenture; 
  
 (8) make any change
in the foregoing amendment and waiver provisions; or 
  
 (9) waive a redemption payment with respect to any Note (other than a payment required by one of Section 3.09, 4.10 or 4.15 hereof). 
  

	Section 9.03	Amendments regarding Subordination. 

  
 Notwithstanding Section 9.01 and 9.02 hereof, (a) any amendment to the provisions of Article 10 hereof that adversely affects the rights of any holder of
Senior Debts of the Company then outstanding requires the consent of the holders of such Senior Debt (or any group or representative thereof authorized to give consent), and (b) any amendment or waiver of the provisions of Article 10 hereof that
adversely affects the rights of the Holders requires the consent of the Holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding 
  

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	Section 9.04	Compliance with Trust Indenture Act. 

  
 Every amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental indenture that complies with the TIA as then
in effect. 
  

	Section 9.05	Revocation and Effect of Consents. 

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

	Section 9.06	Notation on or Exchange of Notes. 

  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for
all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 

 

	Section 9.07	Trustee to Sign Amendments, etc. 

  
 The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be
entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture. 
  
 ARTICLE 10. 
 SUBORDINATION 
  

	Section 10.01	Agreement to Subordinate. 

  
 The Issuers agree, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in full of all Senior Debt of the Issuers (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for
the benefit of the holders of Senior Debt of the Issuers. 
  

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	Section 10.02	Liquidation; Dissolution; Bankruptcy. 

  
 The holders of Senior Debt of the Issuers shall be entitled to receive payment in full in cash of all Obligations due in respect of such Senior Debt
(including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowable claim) before the Holders shall be entitled to receive any payment (by set off
or otherwise) with respect to the Notes (except that Holders may receive and retain Permitted Junior Securities and payments made from any trust created pursuant to Section 8.01 or Article 12 hereof): 
  
 (1) in a liquidation or dissolution of the Company;

  
 (2) in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its property; 
  
 (3) in an assignment for the benefit of the Company’s creditors; or 
  
 (4) in any marshaling of the Company’s assets and liabilities. 
  

	Section 10.03	Default on Designated Senior Debt. 

  
 (a) The Issuers may not make any payment (by set off or otherwise) in respect of the Notes or acquire or redeem any Notes for cash or property or
otherwise (other than Permitted Junior Securities and payments made from any trust created pursuant to Section 8.01 or Article 12 hereof) if: 
  
 (1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or 
  
 (2) any other default occurs and is continuing on any series
of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company of the holders of
(or agent of any of the holders of) any Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 360 days
have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium and Special Interest, if any, and interest on the Notes that have come due have been paid in full in cash.

  
 No nonpayment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days. 
  

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 (b) The Issuers may and shall resume payments on and distributions in respect of the Notes: 

 
 (1) in the case of a payment default, upon the date upon
which such default is cured or waived, and 
  
 (2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any
Designated Senior Debt has been accelerated or a payment default exists on any Designated Senior Debt 
  
 if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition. 
  

	Section 10.04	Acceleration of Notes. 

  
 If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the Issuers of the
acceleration. 
  

	Section 10.05	When Distribution Must Be Paid Over. 

  
 In the event that the Trustee or any Holder receives any payment in respect of the Notes (other than Permitted Junior Securities and payments made from
any trust created pursuant to Section 8.01 or Article 12 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if
any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full
in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 
  
 With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt, and shall not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article
10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee. 
  

	Section 10.06	Notice by Company. 

  
 The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment in respect of the Notes to
violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10. 
  

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	Section 10.07	Subrogation. 

  
 After all Senior Debt of the Issuers is paid in full and until the Notes are paid in full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of such Senior Debt to receive distributions applicable to such Senior Debt to the extent that distributions otherwise payable to the Holders have been applied to the payment of
such Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders is not, as between the Issuers and Holders, a payment by the Issuers on the Notes. 
  

	Section 10.08	Relative Rights. 

  
 This Article 10 defines the relative rights of Holders and holders of Senior Debt of the Issuers. Nothing in this Indenture shall: 
  
 (1) impair, as between the Company and Holders, the
obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest and Special Interest, if any, on the Notes in accordance with their terms; 
  
 (2) affect the relative rights of Holders and creditors of the Issuers other than their rights in relation
to holders of Senior Debt of the Issuers; or 
  
 (3) prevent the Trustee or any Holder from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders of Senior Debt of the Issuers to receive distributions and payments otherwise payable to
Holders. 
  
 If the Issuers fail because of this Article 10 to pay
principal of, premium or interest or Special Interest, if any, on a Note on the due date, the failure is still a Default or Event of Default. 
  

	Section 10.09	Subordination May Not Be Impaired by Issuers. 

  
 No right of any holder of Senior Debt of the Issuers to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or
failure to act by the Issuers or any Holder or by the failure of the Issuers or any Holder to comply with this Indenture. 
  

	Section 10.10	Distribution or Notice to Representative. 

  
 Whenever a distribution is to be made or a notice given to holders of Senior Debt of the Issuers, the distribution may be made and the notice given to
their Representative. 
  
 Upon any payment or distribution of
assets of the Company referred to in this Article 10, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company,
the amount thereof or payable thereon, the 

  

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amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. 
  

	Section 10.11	Rights of Trustee and Paying Agent. 

  
 Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at
least five Business Days prior to the date of such payment written notice of facts that would cause the payment in respect of the Notes to violate this Article 10. Only the Company or a Representative may give the notice. Nothing in this Article 10
shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. 
  
 The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. 
  

	Section 10.12	Authorization to Effect Subordination. 

  
 Each Holder by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or
proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf
of the Holders of the Notes. 
  
 ARTICLE 11. 
 SUBSIDIARY GUARANTEES 
  

	Section 11.01	Guarantee. 

  
 (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: 
  
 (1) the principal of, premium and Special Interest, if any,
and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the
Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
  
 (2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations,
that same shall be promptly paid in full when due or performed in 

  

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accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 
  
 Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
  
 (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. 
  
 (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either the Issuers or the Guarantors to the Trustee or such Holder,
this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
  
 (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2)
in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary
Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee. 
  

	Section 11.02	Subordination of Subsidiary Guarantee. 

  
 The Obligations of each Guarantor under its Subsidiary Guarantee pursuant to this Article 11 shall be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Issuers. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain 

  

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payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including
Article 10 hereof. 
  

	Section 11.03	Limitation on Guarantor Liability. 

  
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall be limited to the maximum amount that shall, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 
  

	Section 11.04	Execution and Delivery of Subsidiary Guarantee. 

  
 To evidence its Subsidiary Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by one of its
Officers. 
  
 Each Guarantor hereby agrees that its Subsidiary
Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 
  
 If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time
the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. 
  
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Guarantors. 
  
 In the event
that the Company or any of its Restricted Subsidiaries creates or acquires any Subsidiary after the date of this Indenture, if required by Section 4.21 hereof, the Company shall cause such Subsidiary to comply with the provisions of Section 4.21
hereof and this Article 11, to the extent applicable. 
  

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	Section 11.05	Guarantors May Consolidate, etc., on Certain Terms. 

  
 Except as otherwise provided in this Section 11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company, Co-Issuer or another Guarantor, unless: 
  
 (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

  
 (2) either: 
  
 (a) the Person (if other than the Company, Co-Issuer or a
Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Company, Co-Issuer or a Guarantor) formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that
Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and 
  
 (b) the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 
  
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. 
  
 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 
  

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	Section 11.06	Releases. 

  
 The Subsidiary Guarantee of a Guarantor will be released: 
  
 (a) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof. 
  
 (b) in connection with any sale or other disposition of all of the Capital
Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof. 
  
 (c) if the Company designates any Restricted Subsidiary that is a Guarantor
to be an Unrestricted Subsidiary in accordance with Section 4.17 hereof. 
  
 (d) if that Guarantor is released from its guarantee under the Credit Agreement; or 
  
 (e) upon legal defeasance in accordance with Article 8 hereof or satisfaction and discharge in accordance with Article 12 hereof. 
  
 If any Guarantor is released from its Subsidiary Guarantee, any of its
Subsidiaries that are Guarantors will be released from their Subsidiary Guarantees, if any. 
  
 Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 11.05 shall remain liable for the full amount of principal of and interest on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article 11. 
  
 ARTICLE 12. 
 SATISFACTION AND DISCHARGE 
  

	Section 12.01	Satisfaction and Discharge. 

  
 This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder, when: 
  
 (1) either: 
  
 (a) all Notes that have been authenticated, except lost,
stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or 
  
 (b) all Notes that have not been delivered to the Trustee
for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or shall become due and payable within one year and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, noncallable Government Securities, or a combination thereof, in such amounts as shall be sufficient, 

  

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without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium Special Interest, if any, and accrued interest to the date of maturity or redemption; 


  
 (2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the
Issuers or any Guarantor is bound; 
  
 (3) the
Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture; and 
  
 (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the
payment of the Notes at maturity or the redemption date, as the case may be. 
  
 In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to sub-clause (b) of clause (1) of this Section, the provisions of Sections 12.02 and 8.06 shall survive. In addition, nothing in this Section 12.01 shall be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
  

	Section 12.02  	Application of Trust Money. 

  
 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
  
 To the extent that and so long as the Trustee or Paying Agent is unable to
apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided, however, that if the Issuers
has made any payment of principal of, premium, if any, or interest on any Notes following the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of 

  

 106 








 
such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
  
 ARTICLE 13. 
 MISCELLANEOUS 
  

	Section 13.01  	Trust Indenture Act Controls. 

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

  

	Section 13.02  	Notices. 

  
 Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
  
 If to the Company and/or any Guarantor: 
  
 Kraton Polymers LLC 
 Kraton Polymers Capital Corporation 
 700 Milam Street, 13th Floor 
 North Tower 
 Houston, TX 77002 
 Telecopier No.: (832)
204-5461 
 Attention: General Counsel 
  
 With a copy to: 
 Cleary, Gottlieb, Steen
& Hamilton 
 One Liberty Plaza 
 New York, NY 10006 
 Telecopier No.: (212) 225-3999 
 Attention: Michael Ryan 
  
 If to
the Trustee: 
 Wells Fargo Bank Minnesota, N.A. 
 Corporate Trust Services 
 213 Court Street, Suite 703 
 Middletown, CT 06457 
 Telecopier No.: (860)
704-6219 
 Attention: Joe O’Donnell 
  
 The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or
communications. 
  

 107 








 All notices and communications (other than those sent to Holders) shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
  
 Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives
it. 
  
 If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time. 
  

	Section 13.03	  Communication by Holders with Other Holders. 

  
 Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  

	Section 13.04	  Certificate and Opinion as to Conditions Precedent. 

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

  
 (1) an Officer’s Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and 
  
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied. 
  

	Section 13.05	  Statements Required in Certificate or Opinion. 

  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
  
 (1) a statement that the Person making such certificate or opinion has read such covenant or condition; 
  

 108 








 (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
  
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 
  

	Section 13.06	  Rules by Trustee and Agents. 

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

	Section 13.07	  No Personal Liability of Directors, Officers, Employees and Stockholders. 

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

  

	Section 13.08	  Governing Law. 

  
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  

	Section 13.09	  No Adverse Interpretation of Other Agreements. 

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

	Section 13.10	  Successors. 

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

  

 109 








 
Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05. 
  

	Section 13.11	  Severability. 

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

	Section 13.12	  Counterpart Originals. 

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

  

	Section 13.13	  Table of Contents, Headings, etc. 

  
 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 (Signature Pages Follow) 
  

 110 








 Dated as of December 23, 2003 
  

			
	 KRATON POLYMERS LLC

	 KRATON POLYMERS CAPITAL CORPORATION
 ELASTOMERS HOLDINGS LLC
 KRATON POLYMERS U.S. LLC

		
	By:	 	 /s/ Joseph J. Waiter

	 Name:
	 	 Joseph J. Waiter

	 Title:
	 	 Authorized Person



  

 Signature Page to Indenture 








 Dated as of December 23, 2003 
  

			
	WELLS FARGO BANK MINNESOTA, N.A.
		
	By:	 	 /s/ Joseph O’Donnell

	 Name:
 Title:
	 	 


  

 Signature Page to Indenture 








 [Face of Note] 
  
 CUSIP/CINS                      
  
 8.125% Senior Subordinated Notes due 2014 
  

			
	 No.         
	 	$                    

  
 KRATON POLYMERS LLC

 KRATON POLYMERS CAPITAL CORPORATION 
  
 promises to pay to
                                        
                                        
                                     or registered assigns,
 
  
 the principal sum of
                                        
                                        
                                     DOLLARS on
                    , 20    . 
  
 Interest Payment Dates: January 15 and July 15 
  
 Record Dates: January 1 and July 1 
  
 Dated:                     , 200   

 

			
	 	 	 KRATON POLYMERS LLC

	 	 	 KRATON POLYMERS CAPITAL CORPORATION

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	 WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee

		
	By:	 	 
	 	 	Authorized Signatory

  

 A1-1 








 [Back of Note] 
 8.125% Senior Subordinated Notes due 2014 
  
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
  
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
  
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 (1) INTEREST. KRATON
Polymers LLC, a Delaware limited liability company (the “Company”), and KRATON Polymers Capital Corporation, a Delaware corporation (“Co-Issuer” and together with the Company, the “Issuers”),
promise to pay interest on the principal amount of this Note at 8.125% per annum from                     , 20    
until maturity and shall pay the Special Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers shall pay interest and Special Interest, if any, semi-annually in arrears on January 15 and July 15 of
each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be
                    , 20    . The Issuers shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. 
  
 (2)
METHOD OF PAYMENT. The Issuers shall pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders at the close of
business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes shall be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the
Issuers, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes the Holders 

  

 A1-2 








 
of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts. 
  
 (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo
Bank Minnesota, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

  
 (4)
INDENTURE. The Issuers issued the Notes under an Indenture dated as of December 23, 2003 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are general unsecured obligations of the Issuers. Subject to the
conditions set forth in the Indenture, the Issuers may issue Additional Notes. 
  
 (5) OPTIONAL REDEMPTION. 
  
 (a) Except as set forth in subparagraph (b) of this Paragraph 5, the Issuers shall not have the option to
redeem the Notes prior to January 15, 2009. On or after January 15, 2009, the Issuers may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	104.063	%
	 2010
	  	102.708	%
	 2011
	  	101.354	%
	 2012 and thereafter
	  	100.000	%

  
 (b)
Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to January 15, 2007, the Issuers may, on any one or more occasions, redeem Notes up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price of 108.125% of the principal amount, plus accrued interest and Special Interest, if any, to the redemption date with the net cash proceeds of one or more Equity Offerings (as defined in the Indenture) by the Issuers
or a contribution to the common equity capital of the Company from the net proceeds of one or more Equity Offerings by a direct or indirect parent of the Company (in each case, other than Excluded Contributions (as defined in the Indenture) and the
net proceeds of a sale of Designated Preferred Stock (as defined in the Indenture)); provided that (i) at least 65% in aggregate 

  

 A1-3 








 
principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding
immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution. 
  
 (6) MANDATORY REDEMPTION. 
  
 The Issuers shall not be required to make mandatory redemption payments with
respect to the Notes. 
  
 (7)
REPURCHASE AT THE OPTION OF HOLDER. 
  
 (a) If there is a Change of Control, each Holder shall have the right to require the Issuers to make an offer (a “Change of
Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and
Special Interest thereon, if any, to the date of purchase, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30
days following any Change of Control, the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
  
 (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within 10 Business
Days of each date on which the aggregate amount of Excess Proceeds exceeds $15 million, the Company shall commence an offer to all Holders and if the Company elects (or is required by the terms of such other pari passu indebtedness) all
holders of other Indebtedness that is pari passu with the Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and other pari passu Indebtedness that
may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the Purchase Date (as defined in the
Indenture) in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
(or such Restricted Subsidiary) may use the remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders to whom an Asset Sale Offer is addressed shall receive an Asset Sale Offer from
the Company prior to the related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
  
 (8) NOTICE OF
REDEMPTION. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more 

  

 A1-4 








 
than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the
Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption. 
  
 (9)
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes
may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
  
 (10) PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
  
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to
certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may
be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes.
Without the consent of any Holder, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of
certificated Notes, (iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, (iv) to make any change that would provide any additional rights or
benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi)
to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated December 11, 2003, relating to the initial offering of the
Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes, (vii) to provide for the issuance of Additional Notes


  

 A1-5 








 
in accordance with the limitations set forth in the Indenture as of the date of the Indenture, (viii) to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes, or (ix) to issue the Exchange Notes. In addition, (a) any amendment to the subordination provisions of the Indenture that adversely affects the rights of any holder
of Senior Debt of the Company then outstanding requires the consent of the holders of such Senior Debt (or any group or representative thereof authorized to give a consent), and (b) any amendment or waiver in respect of subordination provisions of
the Indenture that adversely affects the rights of the Holders requires the consent of the Holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding. 
  
 (12) DEFAULTS AND REMEDIES. Events of
Default include: (i) default for 30 days in the payment when due of interest on or Special Interest, if any, with respect to, the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in payment when due (at
maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv)
failure by the Company or any of its Restricted Subsidiaries for 45 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with
Sections 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19, 4.20 and 4.21 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least
25% in aggregate principal amount of Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its
Significant Subsidiaries which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment has
become final and nonappealable; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that is a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Subsidiary Guarantee of any
Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor, that is a Significant Subsidiary or any Person acting on
behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable; provided that so long as any Indebtedness permitted to
be incurred pursuant to the Credit Facilities is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company
of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes 

  

 A1-6 








 
shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the
principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default. 
  
 (13) SUBORDINATION. Payment of principal of, or interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt of the Issuers on the terms provided in the
Indenture. 
  
 (14)
TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
  
 (15) NO RECOURSE AGAINST OTHERS. A director, officer,
employee, incorporator or stockholder, of the Issuers or any of the Guarantors, as such, shall not have any liability for any obligations of the Issuers or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
  
 (16) AUTHENTICATION.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
  
 (17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 (18) ADDITIONAL RIGHTS
OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the
rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement dated as of December 23, 2003, among the Company, the
Guarantors and the other parties named on the signature pages thereof (the “Registration Rights Agreement”). 
  

 A1-7 








 (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to: 
  
 KRATON Polymers LLC

 KRATON Polymers Capital Corporation 
  
 700 Milam Street, 13th Floor

 North Tower 
 Houston, TX 77002 
 Telecopier No.: (832) 204-5461 
 Attention: General Counsel 
  

 A1-8 








 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  
 (I) or (we) assign and transfer this Note to:
__________________________________________________________________ 
                       (Insert assignee’s legal name) 
  
 ____________________________________________________________________________________________________________ 
 (Insert assignee’s soc. sec. or tax I. D. no.) 
  
 ____________________________________________________________________________________________________________ 
 ____________________________________________________________________________________________________________ 
 ____________________________________________________________________________________________________________ 
 ____________________________________________________________________________________________________________ 
 (Print or type
assignee’s name, address and zip code) 
  
 and irrevocably appoint
________________________________________________________ 
 to transfer this Note on the books of the Company. The agent may substitute another to act for
him. 
  
 Date:_________________ 
  

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


  
 Signature Guarantee*:
_________________ 
  

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

  

 A1-9 








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

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



			
		
	Tax Identification No.:	 	 


  
 Signature Guarantee*:
                                 
  

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

  

 A1-10 








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

									
	 Date of
 Exchange

	 	 Amount of
 decrease in
 Principal
 Amount
 of
 this Global Note

	 	 Amount of
 increase in
 Principal
 Amount
 of
 this Global Note

	  	 Principal
 Amount
 of this Global
 Note following
 such decrease
 (or increase)

	  	 Signature of
 authorized
 officer of Trustee
 or Custodian



  

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

  

 A1-11 








 EXHIBIT A2 
  
 [Face of Regulation S Temporary Global Note] 
  
 CUSIP/CINS                      
  
 8.125% Senior Subordinated Notes due 2014 
  

			
	 No.         
	 	$                    

  
 KRATON POLYMERS LLC

 KRATON POLYMERS CAPITAL CORPORATION 
  
 promises to pay to CEDE & CO. or registered assigns,  
  
 the principal sum of
                                        
                                        
                                        
                         
 DOLLARS
on                         , 20    . 
  
 Interest Payment Dates: January 15 and July 15 
  
 Record Dates: January 1 and July 1 
  
 Dated:
                    , 200   
  

			
	 KRATON POLYMERS LLC
 KRATON POLYMERS CAPITAL
CORPORATION

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  
 This is one of the Notes
referred to 
 in the within-mentioned Indenture: 
  

			
	 WELLS FARGO BANK MINNESOTA, N.A.,
     as Trustee

		
	By:	 	 
	 	 	Authorized Signatory

  

 A-2 








  
 [Back of Regulation S
Temporary Global Note] 
 8.125% Senior Subordinated Notes due 2014 
  
 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. 
  
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE)
OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE 

  

 A2-2 








 
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR (5) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
  
 Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated. 
  
 (1) INTEREST. KRATON Polymers LLC, a Delaware limited liability company (the “Company”), and KRATON Polymers Capital Corporation, a Delaware corporation
(“Co-Issuer” and together with the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 8.125% per annum from
                            , 20     until maturity and shall pay the
Special Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers shall pay interest and Special Interest, if any, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date
of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be
                        , 20    . The Issuers shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. 
  
 (2) METHOD OF PAYMENT. The Issuers shall pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are
registered Holders at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and Special Interest, if any, and interest at the office or agency of the Issuers maintained for such purpose within the City and State of New
York, or, at the option of the Issuers, payment 

  

 A2-3 








 
of interest and Special Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
  
 (3) PAYING AGENT
AND REGISTRAR. Initially, Wells Fargo Bank Minnesota, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  
 (4) INDENTURE. The Issuers issued the Notes under an Indenture dated as of December 23, 2003 (the
“Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code §§ 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are general unsecured obligations of the Issuers. Subject to the conditions set forth in the Indenture, the Issuers may issue Additional Notes. 
  
 (5) OPTIONAL REDEMPTION.

  
 (a) Except as set forth in subparagraph
(b) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to January 15, 2009. On or after January 15, 2009, the Issuers may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at
the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on
January 15 of the years indicated below: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	104.063	%
	 2010
	  	102.708	%
	 2011
	  	101.354	%
	 2012 and thereafter
	  	100.000	%

  
 (b)
Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to January 15, 2007, the Issuers may, on any one or more occasions, redeem Notes up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price of 108.125% of the principal amount, plus accrued interest and Special Interest, if any, to the redemption date with the net cash proceeds of one or more Equity Offerings (as defined in the Indenture) by the Issuers
or a contribution to the common 

  

 A2-4 








 
equity capital of the Company from the net proceeds of one or more Equity Offerings by a direct or indirect parent of the Company (in each case, other than
Excluded Contributions (as defined in the Indenture) and the net proceeds of a sale of Designated Preferred Stock (as defined in the Indenture)); provided that (i) at least 65% in aggregate principal amount of the Notes originally issued
under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering
or equity contribution. 
  
 (6)
MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption payments with respect to the Notes. 
  
 (7) REPURCHASE AT THE OPTION OF HOLDER.

  
 (a) If there is a Change of Control, each
Holder shall have the right to require the Issuers to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes at a purchase price equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase, subject to the rights of the Holders on the relevant record date to receive interest due on the
relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture. 
  
 (b) If the Company
or a Restricted Subsidiary of the Company consummates any Asset Sales, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $15 million, the Company shall commence an offer to all Holders and if the Company
elects (or is required by the terms of such other pari passu indebtedness) all holders of other Indebtedness that is pari passu with the Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Special Interest thereon, if any, to the Purchase Date (as defined in the Indenture) in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and other pari passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use the remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount
of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders
to whom an Asset Sale Offer is addressed shall receive an Asset Sale Offer from the Company prior to the related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” attached to the Notes. 
  

 A2-5 








 (8) NOTICE OF
REDEMPTION. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
  
 (9) DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted
by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
  
 (10) PERSONS DEEMED OWNERS. The
registered Holder of a Note may be treated as its owner for all purposes. 
  
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. Without the consent of any Holder, the Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for the assumption of the Company’s or any Guarantor’s
obligations to Holders of the Notes in case of a merger or consolidation, (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such
Holder, (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the
“Description of Notes” section of the Issuers’ Offering Memorandum dated December 11, 2003, relating to the 

  

 A2-6 








 
initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a
provision of the Indenture, the Subsidiary Guarantees or the Notes, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture, (viii) to allow any Guarantor to
execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes, or (ix) to issue the Exchange Notes. In addition, (a) any amendment to the subordination provisions of the Indenture that adversely affects
the rights of any holder of Senior Debt of the Company then outstanding requires the consent of the holders of such Senior Debt (or any group or representative thereof authorized to give a consent), and (b) any amendment or waiver in respect of
subordination provisions of the Indenture that adversely affects the rights of the Holders requires the consent of the Holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding. 
  
 (12) DEFAULTS AND
REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on or Special Interest, if any, with respect to, the Notes, whether or not prohibited by the subordination provisions
of the Indenture; (ii) default in payment when due (at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company
to comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 45 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class to comply with Sections 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19, 4.20 and 4.21 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture; (vi) default under certain other agreements relating
to Indebtedness of the Company or any of its Significant Subsidiaries which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a
period of 60 days after such judgment has become final and nonappealable; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that is a Significant Subsidiary; and (ix) except as permitted by the
Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor, that is a
Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice
specified in the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable; provided
that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facilities is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under 

  

 A2-7 








 
the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest
on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default. 
  
 (13) SUBORDINATION. Payment of principal of, or interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt of the Issuers on the terms
provided in the Indenture. 
  
 (14)
TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
  
 (15) NO RECOURSE AGAINST OTHERS. A director, officer,
employee, incorporator or stockholder, of the Issuers or any of the Guarantors, as such, shall not have any liability for any obligations of the Issuers or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
  
 (16) AUTHENTICATION.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
  
 (17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 (18) ADDITIONAL RIGHTS
OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In
addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have 

  

 A2-8 








 
all the rights set forth in the Registration Rights Agreement dated as of December 23, 2003, among the Company, the Guarantors and the other parties named on
the signature pages thereof (the “Registration Rights Agreement”). 
  
 (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to: 
  
 KRATON Polymers LLC

 KRATON Polymers Capital Corporation 
  
 700 Milam Street, 13th Floor

 North Tower 
 Houston, TX 77002 
 Telecopier No.: (832) 204-5461 
 Attention: General Counsel 
  

 A2-9 








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

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

  

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

  

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

  
 Date:
                             
  

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


  
 Signature Guarantee*:
                                        

  

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

  

 A2-10 








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

			
	 ̈ Section 4.10	 	  ̈ Section 4.15


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

$                             
  
 Date:
                             
  

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



			
	Tax Identification No.: 	 	 


  
 Signature Guarantee*:
                                        
     
  

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

  

 A2-11 








 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE 
  
 The following exchanges of a part of this Regulation S Temporary Global Note
for an interest in another Global Note, or exchanges in part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made: 
  

									
	 Date of
Exchange

	 	 Amount of
decrease in
Principal Amount
of this Global Note

	 	 Amount of
increase in
Principal
Amount
of
this Global Note

	 	 Principal
Amount
of this Global
Note following
such decrease
(or
increase)

	 	 Signature of
authorized
officer of Trustee
or Custodian



  

 A2-12 








 EXHIBIT B 
  
 FORM OF CERTIFICATE OF TRANSFER 
  
 KRATON Polymers LLC 
 KRATON Polymers Capital Corporation 
  
 Wells Fargo Bank Minnesota, N.A. 
 Corporate Trust Services 
 213 Court Street, Suite 703 
 Middletown, CT 06457 
  

	 	Re:	8.125% Senior Subordinated Notes due 2014 

  
 Reference is hereby made to the Indenture, dated as of December 23, 2003 (the “Indenture”), among KRATON Polymers LLC, (the
“Company”), KRATON Polymers Capital Corporation (the “Co-Issuer” and together with the Company, the “Issuers”), the Guarantors party thereto and Wells Fargo Bank Minnesota, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
                                 , (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$                         in such Note[s] or interests (the “Transfer”), to
                                        
             (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
  
 [CHECK ALL THAT APPLY] 
  
 1.  ̈ Check if Transferee shall take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a
Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each
such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 2.  ̈ Check if Transferee shall take
delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the 

  

 B-1 








 
Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with
a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 3.  ̈ Check and complete if Transferee will
take delivery of a beneficial interest in the Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor
hereby further certifies that (check one): 
  
 (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
  
 or 
  
 (b)  ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
  
 or 
  
 (c)
 ̈ such Transfer is being effected pursuant to an effective registration statement under the Securities Act. 
  
 4.  ̈ Check if Transferee shall take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
  
 (a)  ̈ Check if
Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the 

  

 B-2 








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

			
	 
	[Insert Name of Transferor]
		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  
 Dated:
                                        

  

 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

	1.	The Transferor owns and proposes to transfer the following: 

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

	 	(a)	 ̈ a beneficial interest in the: 

  

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

  

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

  

	 	(b)	 ̈ a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee shall hold: 

  
 [CHECK ONE] 
  

	 	(a)	 ̈ a beneficial interest in the: 

  

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

  

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

  

	 	(iii)	 ̈     Unrestricted Global Note (CUSIP
                    ); or 

  

	 	(b)	 ̈     a Restricted Definitive Note; or


  

	 	(c)	 ̈     an Unrestricted Definitive Note,


  
 in accordance with the terms of the Indenture.

  

 B-4 








 EXHIBIT C 
  
 FORM OF CERTIFICATE OF EXCHANGE 
  
 KRATON Polymers LLC 
 KRATON Polymers Capital Corporation 
  
 Wells Fargo Bank Minnesota, N.A. 
 Corporate Trust Services 
 213 Court Street, Suite 703 
 Middletown, CT 06457 
  

	 	Re:	8.125% Senior Subordinated Notes due 2014 

  
 (CUSIP                     ) 
  
 Reference is hereby made to the Indenture, dated as of December 23, 2003 (the
“Indenture”), among KRATON Polymers LLC (the “Company”), KRATON Capital Corporation (the “Co-Issuer” and together with the Company, the “Issuers”), the Guarantors party thereto and
Wells Fargo Bank Minnesota, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
                                       
      , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of
$                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby
certifies that: 
  
 1. Exchange of Restricted Definitive
Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 
  
 (a)  ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  
 (b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby 

  

 C-1 








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

  

 C-2 








 
interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture
and the Securities Act. 
  
 This certificate and the statements
contained herein are made for your benefit and the benefit of the Company. 
  

	
	
	 
	[Insert Name of Transferor]


  

			
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 Dated:
                                        

  

 C-3 








 EXHIBIT D 
  
 [FORM OF SUBSIDIARY GUARANTEE] 
  
 For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed,
to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of December 23, 2003 (the “Indenture”) among KRATON Polymers LLC, (the “Company”), KRATON Polymers Capital Corporation
(the “Co-Issuer,” and together with the Company, the “Issuers”) the Guarantors party thereto and Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the
principal of, premium and Special Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other Obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any
of such other Obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to
the Holders and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder
of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. 
  
 Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 
  

			
	[NAME OF GUARANTOR(S)]
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

 D-1 








 EXHIBIT E 
  
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED
BY SUBSEQUENT GUARANTORS 
  
 SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of                         ,
200    , among
                                     (the
“Guaranteeing Subsidiary”), a subsidiary of
                                 (or its permitted successor), (the
“Company”), the Company,                              (or its permitted successor),
(the “Co-Issuer,” and together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and
                                    , as trustee under the
Indenture referred to below (the “Trustee”). 
  
 W
I T N E S S E T H 
  
 WHEREAS, the Issuers have heretofore
executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 23, 2003 providing for the issuance of 8.125% Senior Subordinated Notes due 2014 (the “Notes”); 
  
 WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the
terms and conditions set forth herein (the “Subsidiary Guarantee”); and 
  
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
  
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
  
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture. 
  
 2. AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in this Indenture including but not
limited to Article 11 thereof. 
  
 4. NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of
the Issuers or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities 

  

 E-1 








 
under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 
  
 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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. 
  
 6. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
  
 7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the
construction hereof. 
  
 8. THE
TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiary and the Issuers. 
  

 E-2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
  
 Dated:
                                ,
20         
  

			
	 [GUARANTEEING SUBSIDIARY]

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	 [ISSUERS]

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	 [EXISTING GUARANTORS]

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 
	
	 [TRUSTEE], as Trustee

		
	 By:
	 	 
	 	 	Authorized Signature


  

 E-3