Indenture dated May 18, 2004



 Exhibit 4.1 
 EXECUTION COPY 

 Da-Lite Screen Company, Inc.

  
 91⁄2% SENIOR NOTES DUE 2011 
  

  
 Indenture 
  
 Dated as of May 18, 2004 
  

  
 Wilmington Trust Company 
  
 As Trustee 
  

  

  









 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section

	  	Indenture Section


	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.06
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06,12.03
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06,7.07
	       (c)
	  	7.06,12.02
	       (d)
	  	7.06
	 314(a)
	  	7.06,12.05
	       (b)
	  	N.A.
	       (c)(1)
	  	N.A.
	       (c)(2)
	  	N.A.
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	N.A.
	       (b)
	  	N.A.
	       (c)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	N.A.
	 316(a) (last sentence)
	  	N.A.
	       (a)(1)(A)
	  	N.A.
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	N.A.



	*	N.A. means not applicable. 

  
 This Cross-Reference Table is not part of this Indenture 
  










			
	 Trust Indenture Act Section

	  	Indenture Section


	       (c)
	  	12.14
	 317(a)(1)
	  	N.A.
	       (a)(2)
	  	N.A.
	       (b)
	  	N.A.
	 318(a)
	  	N.A.
	       (b)
	  	N.A.
	       (c)
	  	12.01

  









 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	
	 ARTICLE ONE
 DEFINITIONS AND INCORPORATION
 BY REFERENCE

			
	 Section 1.01.
	  	Definitions	  	1
	 Section 1.02.
	  	Other Definitions	  	23
	 Section 1.03.
	  	Incorporation by Reference of Trust Indenture Act	  	23
	 Section 1.04.
	  	Rules of Construction	  	24
			
	 	  	 ARTICLE TWO
 THE NOTES
	  	 
			
	 Section 2.01.
	  	Form and Dating	  	24
	 Section 2.02.
	  	Execution and Authentication	  	25
	 Section 2.03.
	  	Methods of Receiving Payments on the Notes	  	26
	 Section 2.04.
	  	Registrar and Paying Agent	  	26
	 Section 2.05.
	  	Paying Agent to Hold Money in Trust	  	26
	 Section 2.06.
	  	Holder Lists	  	27
	 Section 2.07.
	  	Transfer and Exchange	  	27
	 Section 2.08.
	  	Replacement Notes	  	40
	 Section 2.09.
	  	Outstanding Notes	  	40
	 Section 2.10.
	  	Treasury Notes	  	40
	 Section 2.11.
	  	Temporary Notes	  	41
	 Section 2.12.
	  	Cancellation	  	41
	 Section 2.13.
	  	[Intentionally Omitted]	  	41
	 Section 2.14.
	  	CUSIP Numbers	  	41
	
	 ARTICLE THREE
 REDEMPTION AND OFFERS TO
 PURCHASE

			
	 Section 3.01.
	  	Notices to Trustee	  	41
	 Section 3.02.
	  	Selection of Notes to Be Redeemed	  	42
	 Section 3.03.
	  	Notice of Redemption	  	42
	 Section 3.04.
	  	Effect of Notice of Redemption	  	43
	 Section 3.05.
	  	Deposit of Redemption Price	  	43
	 Section 3.06.
	  	Notes Redeemed in Part	  	43
	 Section 3.07.
	  	Optional Redemption	  	44
	 Section 3.08.
	  	Repurchase Offers	  	44
	 Section 3.09.
	  	Mandatory Redemption	  	46
	 Section 3.10.
	  	Application of Trust Money	  	46

  

 i 









					
	 ARTICLE FOUR
 COVENANTS

			
	 Section 4.01.
	  	Payment of Notes	  	46
	 Section 4.02.
	  	Maintenance of Office or Agency	  	47
	 Section 4.03.
	  	Reports	  	47
	 Section 4.04.
	  	Compliance Certificate	  	48
	 Section 4.05.
	  	Taxes	  	48
	 Section 4.06.
	  	Stay, Extension and Usury Laws	  	49
	 Section 4.07.
	  	Restricted Payments	  	49
	 Section 4.08.
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	52
	 Section 4.09.
	  	Incurrence of Indebtedness and Issuance of Preferred Stock	  	54
	 Section 4.10.
	  	Asset Sales	  	56
	 Section 4.11.
	  	Transactions with Shareholders and Affiliates	  	57
	 Section 4.12.
	  	Limitation on Liens	  	58
	 Section 4.13.
	  	Limitation on Sale-Leaseback Transactions	  	59
	 Section 4.14.
	  	Offer to Repurchase upon a Change of Control	  	60
	 Section 4.15.
	  	Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries	  	61
	 Section 4.16.
	  	Guarantees by Restricted Subsidiaries	  	61
	 Section 4.17.
	  	Designation of Unrestricted and Restricted Subsidiaries	  	62
	 Section 4.18.
	  	Maintenance of Properties	  	63
	 Section 4.19.
	  	Existence	  	63
	
	 ARTICLE FIVE
 SUCCESSORS

			
	 Section 5.01.
	  	Consolidation, Merger and Sale of Assets	  	63
	 Section 5.02.
	  	Successor Entity Substituted	  	65
	
	 ARTICLE SIX
 DEFAULTS AND REMEDIES

			
	 Section 6.01.
	  	Events of Default	  	65
	 Section 6.02.
	  	Acceleration	  	67
	 Section 6.03.
	  	Other Remedies	  	67
	 Section 6.04.
	  	Waiver of Past Defaults	  	68
	 Section 6.05.
	  	Control by Majority	  	68
	 Section 6.06.
	  	Limitation on Suits	  	68
	 Section 6.07.
	  	Rights of Holders of Notes to Receive Payment	  	69
	 Section 6.08.
	  	Collection Suit by Trustee	  	69
	 Section 6.09.
	  	Trustee May File Proofs of Claim	  	69
	 Section 6.10.
	  	Priorities	  	70
	 Section 6.11.
	  	Undertaking for Costs	  	70
	 Section 6.12.
	  	Restoration of Rights and Remedies	  	70

  

 ii 









					
	 ARTICLE SEVEN
 TRUSTEE

			
	 Section 7.01.
	  	Duties of Trustee	  	71
	 Section 7.02.
	  	Rights of Trustee	  	72
	 Section 7.03.
	  	Individual Rights of Trustee	  	73
	 Section 7.04.
	  	Trustee’s Disclaimer	  	73
	 Section 7.05.
	  	Notice of Defaults	  	73
	 Section 7.06.
	  	Reports by Trustee to Holders of the Notes	  	73
	 Section 7.07.
	  	Compensation and Indemnity	  	74
	 Section 7.08.
	  	Replacement of Trustee	  	75
	 Section 7.09.
	  	Successor Trustee by Merger, Etc	  	76
	 Section 7.10.
	  	Eligibility; Disqualification	  	76
	 Section 7.11.
	  	Preferential Collection of Claims Against Company	  	76
	 Section 7.12.
	  	Receipt of Documents	  	76
	
	 ARTICLE EIGHT
 DEFEASANCE AND COVENANT DEFEASANCE

			
	 Section 8.01.
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	76
	 Section 8.02.
	  	Legal Defeasance and Discharge	  	77
	 Section 8.03.
	  	Covenant Defeasance	  	77
	 Section 8.04.
	  	Conditions to Legal or Covenant Defeasance	  	78
	 Section 8.05.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	79
	 Section 8.06.
	  	Repayment to the Company	  	80
	 Section 8.07.
	  	Reinstatement	  	80
	
	 ARTICLE NINE
 AMENDMENT, SUPPLEMENT AND WAIVER

			
	 Section 9.01.
	  	Without Consent of Holders of Notes	  	80
	 Section 9.02.
	  	With Consent of Holders of Notes	  	81
	 Section 9.03.
	  	Compliance with Trust Indenture Act	  	83
	 Section 9.04.
	  	Revocation and Effect of Consents	  	83
	 Section 9.05.
	  	Notation on or Exchange of Notes	  	83
	 Section 9.06.
	  	Trustee to Sign Amendments, Etc	  	84
	
	 ARTICLE TEN
 [INTENTIONALLY OMITTED]

	
	 ARTICLE ELEVEN
 SATISFACTION AND DISCHARGE

	 Section 11.01.
	  	Satisfaction and Discharge	  	84
	 Section 11.02.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	85

  

 iii 









					
	 Section 11.03.
	  	Repayment to the Company	  	85
	
	 ARTICLE TWELVE
 MISCELLANEOUS

			
	 Section 12.01.
	  	Trust Indenture Act Controls	  	86
	 Section 12.02.
	  	Notices	  	86
	 Section 12.03.
	  	Communication by Holders of Notes with Other Holders of Notes	  	87
	 Section 12.04.
	  	Certificate and Opinion as to Conditions Precedent	  	87
	 Section 12.05.
	  	Statements Required in Certificate or Opinion	  	87
	 Section 12.06.
	  	Rules by Trustee and Agents	  	88
	 Section 12.07.
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	88
	 Section 12.08.
	  	Governing Law	  	88
	 Section 12.09.
	  	Consent to Jurisdiction	  	88
	 Section 12.10.
	  	No Adverse Interpretation of Other Agreements	  	89
	 Section 12.11.
	  	Successors	  	89
	 Section 12.12.
	  	Severability	  	89
	 Section 12.13.
	  	Counterpart Originals	  	89
	 Section 12.14.
	  	Acts of Holders	  	89
	 Section 12.15.
	  	Benefit of Indenture	  	90
	 Section 12.16.
	  	Table of Contents, Headings, Etc.	  	90

  
 EXHIBITS

  

			
	Exhibit A	  	FORM OF NOTE
		
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER
		
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE
		
	Exhibit D	  	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
		
	Exhibit E	  	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS

  

 iv 








 INDENTURE dated as of May 18, 2004 between Da-Lite Screen Company, Inc., an Indiana corporation
(the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”). 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 91⁄2% Senior Notes
due 2011 (the “Notes”) to be issued in one or more series as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
  
 The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders (as defined below) of the Notes: 
  
 ARTICLE ONE 
 DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
  
 Section 1.01. Definitions. 
  
 “144A Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, that shall be issued in a denomination equal to the outstanding principal amount at maturity of the Notes sold in reliance on
Rule 144A. 
  
 “Acquired Indebtedness” means
Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary; provided such Indebtedness was not
Incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary or such Asset Acquisition. 
  
 “Additional Notes” means an unlimited maximum aggregate principal amount of Notes (other than the Notes issued on the date hereof) issued
under this Indenture in accordance with Sections 2.02 and 4.09 hereof. 
  
 “Adjusted Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without duplication): 
  
 (1) the net income (or loss) of any Person that is not a Restricted Subsidiary; 
  
 (2) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company
or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such Person are acquired by the Company or any of its Restricted Subsidiaries; 
  
 (3) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of 

  

 1 








 
such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to such Restricted Subsidiary; 
  
 (4) any gains or losses (on an after-tax basis) attributable to sales of assets outside the ordinary course of business of the Company and its Restricted Subsidiaries; 
  
 (5) solely for purposes of calculating the amount of Restricted Payments that
may be made pursuant to clause (C) of Section 4.07(a), any amount paid or accrued as dividends on Preferred Stock of the Company owned by Persons other than the Company and any of its Restricted Subsidiaries; 
  
 (6) all non-cash compensation expense resulting from employee or director
stock-related compensation plans or arrangements; and 
  
 (7) all
extraordinary gains and, solely for purposes of calculating the Interest Coverage Ratio, extraordinary losses. 
  
 “Adjusted Consolidated Net Tangible Assets” means the total amount of assets of the Company and its Restricted Subsidiaries (less
applicable depreciation, amortization and other valuation reserves), except to the extent resulting from write-ups of capital assets (excluding write-ups in connection with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (1) all current liabilities of the Company and its Restricted Subsidiaries (excluding intercompany items) and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set
forth on the most recent quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in conformity with GAAP and filed with the SEC or provided to the Trustee. 
  
 “Affiliate” means, as applied to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise. 
  
 “Agent” means any Registrar, Paying Agent or co-registrar. 
  
 “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
Acquisition” means (1) an investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Company or any
of its Restricted Subsidiaries; provided that such Person’s primary business is related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the date of 

  

 2 








 
such investment or (2) an acquisition by the Company or any of its Restricted Subsidiaries of the property and assets of any Person other than the Company or
any of its Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person; provided that the property and assets acquired are related, ancillary or complementary to the businesses of the Company and
its Restricted Subsidiaries on the date of such acquisition. 
  
 “Asset Disposition” means the sale or other disposition by the Company or any of its Restricted Subsidiaries (other than to the Company or another Restricted Subsidiary) of (1) all or substantially all of the Capital Stock
of any Restricted Subsidiary or (2) all or substantially all of the assets that constitute a division or line of business of the Company or any of its Restricted Subsidiaries. 
  
 “Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or
sale-leaseback transaction) in one transaction or a series of related transactions by the Company or any of its Restricted Subsidiaries to any Person other than the Company or any of its Restricted Subsidiaries of: 
  
 (1) all or any of the Capital Stock of any Restricted
Subsidiary, 
  
 (2) all or substantially all of
the property and assets of an operating unit or business of the Company or any of its Restricted Subsidiaries or 
  
 (3) any other property and assets (other than the Capital Stock or other Investment in an Unrestricted Subsidiary) of the Company or any
of its Restricted Subsidiaries outside the ordinary course of business of the Company or such Restricted Subsidiary and, 
  
 in each case, that is not governed by the provisions of the Indenture applicable to mergers, consolidations and sales of assets of the Company; provided that “Asset
Sale” shall not include: 
  

	 	(a)	sales or other dispositions of inventory, receivables and other current assets, 

  

	 	(b)	sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made pursuant to Section 4.07, 


 

	 	(c)	sales, transfers or other dispositions of assets with a fair market value not in excess of $1 million in any transaction or series of related transactions, or


  

	 	(d)	any sale, transfer, assignment or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the
business of the Company or its Restricted Subsidiaries. 

  
 “Average Life” means, at any date of determination with respect to any debt security, the quotient obtained by dividing (1) the sum of the products of (a) the number of years 

  

 3 








 
from such date of determination to the dates of each successive scheduled principal payment of such debt security and (b) the amount of such principal
payment by (2) the sum of all such principal payments. 
  
 “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” shall 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 upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially
Owned” shall have a corresponding meaning. 
  
 “Board
of Directors” means with respect to any Person, the Board of Directors of such Person or any duly authorized committee of such Board of Directors, or any other group performing comparable functions. 
  
 “Board Resolution” means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification. 
  
 “Broker-Dealer” has the meaning set forth in the
Registration Rights Agreement. 
  
 “Business Day”
means any day other than a Legal Holiday. 
  
 “Capital
Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Closing Date or issued
thereafter, including, without limitation, all Common Stock and Preferred Stock. 
  
 “Capitalized Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) of which the discounted present value of the rental obligations of such Person as
lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person. 
  
 “Capitalized Lease Obligations” means the discounted present value of the rental obligations under a Capitalized Lease. 
  
 “Change of Control” means such time as: 
  
 (1) (a) prior to the occurrence of a Public Market, a “person” or
“group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Voting Stock representing a greater percentage of the
total voting power of the Voting Stock of the Company, on a fully diluted basis, than is held by the Existing Stockholders (taken together) on such date and (b) after the occurrence of a Public Market, a “person” or “group”
(within the meaning of 

  

 4 








 
Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Existing Stockholders, becomes the ultimate “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act) of more than 35% of the total voting power of the Voting Stock of the Company on a fully diluted basis, unless the Existing Stockholders (taken together) own a higher percentage of the total voting power of the Voting
Stock of the Company on a fully diluted basis than such person or group; or 
  
 (2) individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination by the Board of Directors for election by the
Company‘s stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office. 
  
 “Clearstream” means Clearstream Banking, société anonyme, Luxembourg (formerly Cedel Bank, société anonyme),
and any successor thereto. 
  
 “Closing Date”
means the date on which the Notes are originally issued under the Indenture. 
  
 “Closing Dividend” means dividends not exceeding $135 million in aggregate to be distributed to the shareholders of the Company within 10 Business Days following the Closing Date. 
  
 “Commodity Agreement” means any forward contract, commodity
swap agreement, commodity option agreement or other similar agreement or arrangement. 
  
 “Common Stock” means, with respect to any Person, such Person’s equity other than Preferred Stock of such Person, whether outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such common stock, including any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) thereof. 
  
 “Company” means Da-Lite Screen Company, Inc. until a
successor replaces it pursuant to Section 5.01 hereof and thereafter means the successor. 
  
 “Consolidated EBITDA” means, for any period, Adjusted Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Adjusted Consolidated Net Income:

  
 (1) Consolidated Interest Expense, 
  
 (2) income taxes, 
  
 (3) depreciation expense, 
  
 (4) amortization expense and 
  

 5 








 (5) all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will
require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made), less all non-cash items increasing Adjusted Consolidated Net Income, all as determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP; 
  
 provided that, if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the Adjusted Consolidated Net Income attributable to
such Restricted Subsidiary multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Company or any of its Restricted Subsidiaries. 
  
 “Consolidated Interest Expense” means, for any period, the
aggregate amount of interest in respect of Indebtedness (including, without limitation, amortization of original issue discount on any Indebtedness and the interest portion of any deferred payment obligation of the type described under clause (4) of
the definition of “Indebtedness”, calculated in accordance with the effective interest method of accounting; all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing; Indebtedness that is Guaranteed or secured by the Company or any of its Restricted Subsidiaries), Preferred Stock dividends in respect of Preferred Stock of the Company or any Restricted Subsidiary held by persons other than the Company
or any Wholly Owned Restricted Subsidiary, and all but the principal component of rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be accrued by the Company and its Restricted Subsidiaries during such
period; excluding, however, (1) any amount of such interest of any Restricted Subsidiary if the net income of such Restricted Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income pursuant to clause (3) of the definition
thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income pursuant to clause (3) of the definition thereof) and (2) any premiums, fees and expenses
(and any amortization thereof) payable in connection with the offering of the Notes, all as determined on a consolidated basis (without taking into account Unrestricted Subsidiaries) in conformity with GAAP. For purposes of the preceding sentence,
Preferred Stock dividends shall be deemed to be an amount equal to the actual dividends paid on such Preferred Stock, divided by one minus the combined federal, state, local and foreign income tax rate applicable to the Company. 
  
 “Consolidated Net Worth” means, at any date of
determination, stockholders’ equity as set forth on the most recently available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries (which shall be as of a date not more than 90 days prior to the date
of such computation, and which shall not take into account Unrestricted Subsidiaries), plus, to the extent not included, any Preferred Stock of the Company, less any amounts attributable to Disqualified Stock or any equity security convertible into
or exchangeable for Indebtedness, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of the Company or any of its Restricted Subsidiaries, each item to be determined in
conformity with GAAP (excluding the effects of foreign currency exchange adjustments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 52). 
  

 6 








 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified
in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. 
  
 “Credit Facility” means the (i) credit facility dated as of May 1, 2004 between the Company and Lake City Bank and (ii) the credit
facility dated as of May 7, 1999, between Projecta B.V. and MeesPierson N.V., in each instance together with the related documents (including, without limitation, any guarantee agreements and security documents), as such agreements may be amended
(including any amendment and restatement), supplemented, replaced or otherwise modified from time to time. 
  
 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement. 

 
 “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 2.07
hereof, substantially in the form of Exhibit A hereto, and 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 2.04 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture. 
  
 “Disqualified
Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is (1) required to be redeemed prior to a date which is 180 days following the Stated Maturity of the Notes, (2) redeemable at the option of the
holder of such class or series of Capital Stock at any time prior to a date which is 180 days following the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness
having a scheduled maturity prior to a date which is 180 days following the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to
require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock if the
“asset sale” or “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in Sections 4.10 or 4.14 and such Capital Stock specifically
provides that such Person shall not repurchase or redeem any such stock pursuant to such provision prior to the Company’s repurchase of such Notes as are required to be repurchased pursuant to Sections 4.10 and 4.14. 
  
 “Domestic Subsidiary” means any Restricted Subsidiary of the
Company with total assets as determined under GAAP of at least $100,000, as set forth on the most recently 

  

 7 








 
available quarterly or annual consolidated balance sheet of such Restricted Subsidiary other than a Restricted Subsidiary that is (1) a Foreign Subsidiary or
(2) a Subsidiary of any such Foreign Subsidiary. 
  
 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and any successor thereto. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Exchange Notes” means the Notes issued in the Exchange Offer in accordance with Section 2.07(f) hereof.

  
 “Exchange Offer” has the meaning set forth in
the Registration Rights Agreement. 
  
 “Exchange Offer
Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
  
 “Excluded Subsidiary” means (1) any Foreign Subsidiary, and (2) any Receivables Subsidiary. 
  
 “Existing Stockholders” means James S. Cownie, James M.
Hoak, Nancy J. Hoak, Wayne Kern, Richard E. Lundin, David J. Lundquist, Judith D. Loughran, David N. Walthall, Jerry C. Young, or any of their respective spouses, descendants (whether by blood, adoption or marriage), or any trust, partnership,
corporation, limited liability company or other entity the majority of the beneficial ownership of which is held directly or indirectly by any of the foregoing. 
  

“fair market value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller
under no compulsion to sell and an informed and willing buyer under no compulsion to buy which, if determined by the Board of Directors as evidenced by a Board Resolution, shall be conclusively determined. 
  
 “Foreign Subsidiary” means any Subsidiary of the Company
that is an entity which is a controlled foreign corporation under Section 957 of the Internal Revenue Code or any subsidiary that is otherwise organized under the laws of a jurisdiction other than the United States, any state thereof, or the
District of Columbia. 
  
 “GAAP” means generally
accepted accounting principles in the United States of America as in effect as of the Closing Date, including, without limitation, those 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 approved by a significant segment of the accounting profession. All ratios and
computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that calculations made for purposes of determining compliance with the terms of the covenants and with other
provisions of the Indenture shall be made without giving effect to (1) the amortization of any expenses incurred in connection with the offering of the Notes and (2) except as otherwise 

  

 8 








 
provided, the amortization or writedown of any amounts required or permitted by Accounting Principles Board Opinion Nos. 16 and 17 and Statement of Financial
Accounting Standards No. 142. 
  
 “Global Note
Legend” means the legend set forth in Section 2.07(g)(ii), 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, substantially
in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.07(a), 2.07(b), 2.07(d) or 2.07(f) of this Indenture. 
  
 “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any
other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the
ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning. 
  
 “Guaranteed
Indebtedness” has the meaning set forth in Section 4.16(b). 
  
 “Holder” means a Person in whose name a Note is registered. 
  
 “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently
or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness. 
  
 “Indebtedness” means, with respect to any Person at any date of determination (without duplication): 
  
 (1) all indebtedness of such Person for borrowed money; 
  
 (2) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments; 
  
 (3) all obligations of such Person
in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than
obligations described in (1) or (2) above or (5), (6) or (7) below) entered into in the ordinary 

  

 9 








 
course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no
later than the third Business Day following receipt by such Person of a demand for reimbursement); 
  
 (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months
after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables; 
  
 (5) all Capitalized Lease Obligations; 
  
 (6) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided
that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness; 
  
 (7) all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such
Person; and 
  
 (8) all obligations to redeem or repurchase
Preferred Stock issued by such Person, other than PIK Preferred Stock. 
  
 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of
the contingency giving rise to the obligation, provided 
  
 (A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP, 
  
 (B) that money
borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of
such interest and 
  
 (C) that Indebtedness shall not include:

  
 (x) any liability for federal, state, local
or other taxes, 
  
 (y) performance, surety or
appeal bonds provided in the ordinary course of business or 
  
 (z) agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any
of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or 

  

 10 








 
Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition. 
  
 “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 Purchaser” means Morgan Stanley & Co. Incorporated. 
  
 “Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act, who is not also a QIB. 
  
 “Interest Coverage Ratio” means, on any Transaction Date, the ratio of (1) the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters prior to such Transaction Date for which reports have been
filed with the SEC or provided to the Trustee (the “Four Quarter Period”) to (2) the aggregate Consolidated Interest Expense during such Four Quarter Period. In making the foregoing calculation: 
  
 (A) pro forma effect shall be given to any Indebtedness Incurred or
repaid during the period (the “Reference Period”) commencing on the first day of the Four Quarter Period and ending on the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement
to the extent of the commitment thereunder (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarter Period unless any portion of such Indebtedness is projected, in the reasonable judgment of
the senior management of the Company, to remain outstanding for a period in excess of 12 months from the date of the Incurrence thereof), in each case as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period;

  
 (B) Consolidated Interest Expense attributable to interest on
any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable
to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; 
  
 (C) pro forma effect shall be given to Asset Dispositions and Asset
Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period;
and 
  
 (D) pro forma effect shall be given to asset
dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with 

  

 11 








 
or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had
such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period; provided that to the
extent that clause (C) or (D) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction
Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available. 
  
 “Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement. 
  
 “Investment” in any Person means any direct or indirect
advance, loan or other extension of credit (including, without limitation, by way of Guarantee or similar arrangement; but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such Person and
shall include (1) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (2) the retention of the Capital Stock (or any other Investment) by the Company or any of its Restricted Subsidiaries, of (or in) any Person that has
ceased to be a Restricted Subsidiary, including without limitation, by reason of any transaction permitted by clauses (c) or (d) of Section 4.15. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07, (a) the amount
of or a reduction in an Investment shall be equal to the fair market value thereof at the time such Investment is made or reduced and (b) in the event the Company or a Restricted Subsidiary makes an Investment by transferring assets to any Person
and as part of such transaction receives Net Cash Proceeds, the amount of such Investment shall be the fair market value of the assets less the amount of Net Cash Proceeds so received. 
  
 “Issue Date” means the closing date for the sale and original issuance of the Notes under this Indenture.

  
 “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. 
  
 “Legended Regulation S Global Note” means a global Note in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule
903 of Regulation S. 
  

 12 








 “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 any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest). 
  
 “Moody’s” means Moody’s Investor Service, Inc. or any successor entity. 
  
 “Net Cash Proceeds” means: 
  
 (a) with respect to any Asset Sale, the proceeds of such Asset Sale in the
form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds
from the conversion of other property received when converted to cash or cash equivalents, net of 
  
 (1) brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale;

  
 (2) provisions for all taxes (whether or not such taxes shall
actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of the Company and its Restricted Subsidiaries, taken as a whole, together with any actual distributions to shareholders of the
type contemplated pursuant to Section 4.07(b)(ix) with respect to the taxable income relating to such Asset Sale; 
  
 (3) payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (x) is secured by a Lien on the
property or assets sold or (y) is required to be paid as a result of such sale and 
  
 (4) appropriate amounts to be provided by the Company or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP; and 
  
 (b) with respect to any issuance or sale of Capital Stock, the proceeds of
such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or
cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions
and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. 
  
 “Non-U.S. Person” means a Person who is not a U.S. Person. 
  

 13 








 “Note Guarantee” means a Guarantee of the Notes granted by a Subsidiary Guarantor
pursuant to the terms of this Indenture. 
  
 “Notes” means the 91⁄2% Senior Notes due 2011 of the Company issued on the date hereof and any Additional Notes, including any Exchange Notes. The Notes and the Additional Notes (including any Exchange Notes), if any,
shall be treated as a single class for all purposes under this Indenture. 
  
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
  
 “Offer to Purchase” means an offer to purchase Notes by the
Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating: 
  
 (1) the covenant pursuant to which the offer is being made and that all Notes validly tendered shall be accepted for payment on a pro rata basis; 
  
 (2) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60
days from the date such notice is mailed) (the “Payment Date”); 
  
 (3) that any Note not tendered shall continue to accrue interest pursuant to its terms; 
  
 (4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to
accrue interest on and after the Payment Date; 
  
 (5) that
Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the
Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the 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 third Business Day
immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have
such Notes purchased; and 
  
 (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; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral
multiples of $1,000. 
  
 On the Payment Date, the Company shall (a) accept for
payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (b) deposit with the Paying Agent 

  

 14 








 
money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes
or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount
equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued
shall be in a principal amount of $1,000 or integral multiples of $1,000. The Company shall publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer
to Purchase. The Company shall comply with 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 the event that the Company is required to repurchase
Notes pursuant to an Offer to Purchase. 
  
 “Offering
Memorandum” means the offering memorandum of the Company for the offering of the Notes, dated May 13, 2004. 
  
 “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, any Assistant Secretary or any Vice-President of such Person. 
  
 “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers
of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of this Indenture. 
  
 “Opinion of Counsel” means an opinion from legal counsel who
is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Company) that meets the requirements of this Indenture. 
  
 “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 Investment” means: 
  
 (1) an Investment in the Company or a Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary or
be merged or consolidated with or into or transfer or convey all or substantially all its assets to, the Company or a Restricted Subsidiary; provided that such person’s primary business is related, ancillary or complementary to the businesses
of the Company and its Restricted Subsidiaries on the date of such Investment; 
  
 (2) Temporary Cash Investments; 
  
 (3) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP; 
  

 15 








 (4) stock, obligations or securities received in satisfaction of judgments; 
  
 (5) an Investment in an Unrestricted Subsidiary consisting solely of an
Investment in another Unrestricted Subsidiary; 
  
 (6) Commodity
Agreements, Interest Rate Agreements and Currency Agreements designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in commodity prices, interest rates or foreign currency exchange rates; and 
  
 (7) loans made to executive officers of the Company to cover expenses related
to the relocation of such officers in an aggregate amount not to exceed $100,000 at any one time outstanding. 
  
 “Permitted Liens” means: 
  
 (1) Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal proceedings promptly
instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made; 
  
 (2) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or
other similar Liens (including a lender’s unexercised rights of set-off) arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal proceedings promptly
instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made; 
  
 (3) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of social security; 
  
 (4)
Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other
obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money); 
  
 (5) easements, rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not
materially interfere with the ordinary course of business of the Company or any of its Restricted Subsidiaries; 
  
 (6) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted
Subsidiaries, taken as a whole; 
  
 (7) Liens encumbering property
or assets under construction arising from progress or partial payments by a customer of the Company or its Restricted Subsidiaries relating to such property or assets; 
  

 16 








 (8) any interest or title of a lessor in the property subject to any Capitalized Lease or operating
lease; 
  
 (9) Liens arising from filing Uniform Commercial Code
financing statements regarding leases; 
  
 (10) Liens on property
of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the
Company or any Restricted Subsidiary other than the property or assets acquired; 
  
 (11) Liens in favor of the Company or any Restricted Subsidiary; 
  
 (12) Liens arising from the rendering of a final judgment or order against the Company or any Restricted Subsidiary that does not give rise to an Event of
Default; 
  
 (13) Liens securing reimbursement obligations with
respect to letters of credit or that encumber documents and other property relating to such letters of credit and the products and proceeds thereof; 
  
 (14) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods; 
  
 (15) Liens encumbering customary initial deposits
and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Commodity Agreements, Interest Rate Agreements and
Currency Agreements designed solely to protect the Company or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities; 
  
 (16) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods
entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Company and its Restricted Subsidiaries prior to the Closing Date; 
  
 (17) Liens on shares of Capital Stock of any Unrestricted Subsidiary to
secure Indebtedness of such Unrestricted Subsidiary; and 
  
 (18)
Liens on or sales of receivables. 
  
 “Person”
means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity. 
  
 “PIK Preferred Stock” means Preferred Stock the terms of
which do not permit the declaration or payment of any dividend or other distribution thereon or with respect thereto, or the redemption or conversion thereof, in each such case prior to the payment in full of the Company’s obligations under the
Notes. 
  

 17 








 “Preferred Stock” means, with respect to any Person, any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation. 
  
 “Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture. 
  
 “Public Equity Offering” means an underwritten primary public offering of Common Stock of the Company pursuant to an effective registration statement under the Securities Act pursuant to which the net proceeds received by
the Company and any selling shareholders is at least $25 million. 
  
 A “Public Market” shall be deemed to exist if (i) a Public Equity Offering has been consummated and (ii) at least 15% of the total issued and outstanding Common Stock of the Company has been distributed by means of an
effective registration statement under the Securities Act or sales pursuant to Rule 144 under the Securities Act. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Qualified Equity Offering” means a public or private offer
and sale of Capital Stock (other than Disqualified Stock) of the Company. 
  
 “Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries sells, conveys or otherwise transfers to a Receivables Subsidiary, or grants any security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any
assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other
assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and pursuant to which such Receivables Subsidiary may sell,
convey, transfer or grant a security interest in or Lien against such accounts receivable, or interests therein, and related assets to any Person other than an Affiliate of the Company. 
  
 “Receivables Subsidiary” means a Subsidiary of the Company which engages in no activities other than in
connection with a Qualified Receivables Transaction and which is designated by the Board of Directors of the Company, as described below, as a Receivables Subsidiary (1) no portion of the Indebtedness or any other Obligations, contingent or
otherwise, of which (a) is guaranteed by the Company or any Restricted Subsidiary of the Company, excluding Guarantees of Obligations, other than the principal of and interest on Indebtedness, pursuant to reasonably customary representations,
warranties, covenants and indemnities entered into in connection with accounts receivable transactions, (b) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to reasonably customary
representations, warranties, covenants and indemnities entered into in 

  

 18 








 
connection with accounts receivable transactions or (c) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, other than
accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction,” directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to reasonably customary
representations, warranties, covenants and indemnities entered into in connection with accounts receivable transactions, (2) with which neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement,
arrangement or understanding other than on terms not materially 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, other than fees payable in
the ordinary course of business in connection with servicing accounts receivable and (3) with which neither the Company nor any Restricted Subsidiary of the Company has any obligation to maintain or preserve such Subsidiary’s financial
condition or to cause such Subsidiary to achieve specified levels of operating results. Any such designation by the Board of Directors of the Company must be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Company giving effect to that designation. 
  
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of May 18, 2004, between the Company and Morgan Stanley & Co. Incorporated. 
  
 “Regulation S” means Regulation S promulgated under the
Securities Act. 
  
 “Regulation S Global Note”
means a Legended Regulation S Global Note or an Unlegended Regulation S Global Note, as appropriate. 
  
 “Replacement Assets” means, on any date, property or assets (other than current assets) of a nature or type or that are used in a
business (or an Investment in a company having property or assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries
existing on such date. 
  
 “Responsible Officer,”
when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
  
 “Restricted Definitive Note” means a Definitive Note bearing
the Private Placement Legend. 
  
 “Restricted Global
Note” means a Global Note bearing the Private Placement Legend. 
  
 “Restricted Investment” means an Investment other than a Permitted Investment. 
  

 19 








 “Restricted Period” means the 40-day restricted period as defined in Regulation S.

  
 “Restricted Subsidiary” means any Subsidiary
of the Company other than 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 the Securities Act. 
  
 “S&P” means Standard & Poor’s Ratings Group, a
division of The McGraw-Hill Companies, and its successors. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 
  
 “Significant Subsidiary” means, at any date of
determination, any Restricted Subsidiary that, together with its Subsidiaries, (1) for the most recent fiscal year of the Company, accounted for more than 10% of the consolidated revenues of the Company and its Restricted Subsidiaries or (2) as of
the end of such fiscal year, was the owner of more than 10% of the consolidated assets of the Company and its Restricted Subsidiaries, all as set forth on the most recently available consolidated financial statements of the Company for such fiscal
year. 
  
 “Stated Maturity” means, (1) with
respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (2) with respect to any scheduled installment of principal of or
interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable. 
  
 “Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the
voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person. 
  
 “Subsidiary Guarantor” means any Domestic Subsidiary which provides a Note Guarantee of the Company’s obligations under the
Indenture and the Notes pursuant to Section 4.16. 
  

 20 








 “Temporary Cash Investment” means any of the following: 
  
 (1) direct obligations of the United States of America or any agency thereof
or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof, in each case maturing within one year unless such obligations are deposited by the Company (x) to defease any Indebtedness or (y) in a
collateral or escrow account or similar arrangement to prefund the payment of interest on any indebtedness; 
  
 (2) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank
or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, and which bank or trust company has (i) capital, surplus and undivided profits
aggregating in excess of $100 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) or (ii) is a lender under the Credit Facility or any money market fund sponsored by a registered broker dealer or mutual fund distributor; provided, however, that Temporary Cash
Investments in excess of $5 million outstanding at any one time which are made with any lender under the Credit Facility that does not meet the requirements of clause (i) hereof will not be treated as Temporary Cash Investments. 
  
 (3) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (1) above entered into with a bank or trust company meeting the qualifications described in clause (2) above; 
  
 (4) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is
made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; 
  
 (5) securities with maturities of six months or less from the date of acquisition issued or fully and unconditionally guaranteed by any state,
commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated “A2” (or higher) by Moody’s or “A” (or higher) by S&P; 
  
 (6) securities rated “Baa3” (or higher) by Moody’s or
“BBB-” (or higher) by S&P in an aggregate principal amount not to exceed $5 million at any one time outstanding; and 
  
 (7) any mutual fund that has at least 95% of its assets continuously invested in investments of the types described in clauses (1) through (6) above.

  
 “TIA” means the Trust Indenture Act of 1939,
as amended, as in effect on the date on which this Indenture is qualified under the TIA. 
  
 “Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its
Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services. 
  

 21 








 “Transaction Date” means, with respect to the Incurrence of any Indebtedness, the date
such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made. 
  
 “Trustee” means Wilmington Trust Company a Delaware banking corporation, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
  
 “Unlegended Regulation S Global Note” means a permanent global Note in the form of Exhibit A hereto bearing the Global Note Legend, deposited with or on behalf of and registered in the name of
the Depositary or its nominee and issued upon expiration of the Restricted Period. 
  
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 
  
 “Unrestricted Global Note” means a permanent Global Note
substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Notes, and that does not bear the Private Placement Legend. 
  
 “Unrestricted Subsidiary” means (1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided in Section 4.17; and (2) any Subsidiary of an Unrestricted Subsidiary. 
  
 “U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the Notes, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation
or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. 
  
 “U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act. 
  
 “Voting Stock” means with respect to any Person, Capital
Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person. 
  
 “Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of at least 95% of the
outstanding Capital Stock of such Subsidiary by such Person or one or more Wholly Owned Subsidiaries of such Person. 
  

 22 








 Section 1.02. Other Definitions. 
  

			
	 Term

	  	Defined in
Section


	 “Act”
	  	12.14(a)
	 “Authentication Order”
	  	2.02(f)
	 “Change of Control Offer”
	  	4.14(a)
	 “Change of Control Payment”
	  	4.14(a)
	 “Change of Control Payment Date”
	  	4.14(a)
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.01(c)
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10(c)
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.08(a)
	 “Offer Period”
	  	3.08(a)
	 “offshore transaction”
	  	2.07(d)
	 “Pari Passu Indebtedness”
	  	4.10(c)
	 “Paying Agent”
	  	2.04(a)
	 “Purchase Date”
	  	3.08(a)
	 “Registrar”
	  	2.04(a)
	 “Registration”
	  	4.03(a)
	 “Related Proceedings”
	  	12.09
	 “Repurchase Offer”
	  	3.08
	 “Restricted Payments”
	  	4.07(a)(iv)
	 “Specified Courts”
	  	12.09
	 “Subsidiary Guarantee”
	  	4.16(b)

  
 Section 1.03. Incorporation by
Reference of Trust Indenture Act. 
  
 Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings: 
  
 “indenture securities” means the Notes; 
  
 “indenture security Holder” means a Holder
of a Note; 
  
 “indenture to be
qualified” means this Indenture; 
  
 “indenture trustee” or “institutional trustee” means the Trustee; and 
  
 “obligor” on the Notes means the Company and any successor obligor upon the Notes. 
  

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 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04. Rules of Construction. Unless the context otherwise requires: 
  
 (a) a term has the meaning assigned to it; 
  
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (c) “or” is not exclusive; 
  
 (d) words in the singular include the plural, and in the
plural include the singular; 
  
 (e) provisions
apply to successive events and transactions; and 
  
 (f) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time. 
  
 ARTICLE TWO 
 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 Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the
date of its authentication. The Notes shall be issued in registered, global form without interest coupons and only shall be in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. 
  
 The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company 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 Exhibit A attached hereto (and shall include 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 A 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 shall
represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount 

  

 24 








 
of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by
Section 2.07 hereof. 
  
 (c) Regulation S Global Notes.
Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian
for The Depository Trust Company (“DTC”) in New York, New York, 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 Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Legended Regulation S Global Note shall be exchanged for beneficial interests in
Unlegended Regulation S Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel the Legended Regulation S Global Note. The aggregate principal
amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter
provided. 
  
 (d) 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 Cedel Bank” and “Customer
Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 
  
 Section 2.02. Execution and Authentication. 
  

(a) Two Officers of the Company shall sign the Notes for the Company by manual or facsimile signature. 
  
 (b) 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. 
  
 (c) A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
  
 (d) The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture is unlimited. 
  
 (e) The Company
may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Closing Date and any Additional Notes subsequently issued shall be treated as a single
class for all purposes under this Indenture. 
  

 25 








 (f) The Trustee shall, upon a written order of the Company signed by two Officers of the Company (an
“Authentication Order”), authenticate Notes for original issue on the date hereof of $160.0 million. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an Authentication
Order, authenticate Notes for original issue in aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be
authenticated. 
  
 (g) The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. 
  
 Section 2.03. Methods of Receiving Payments on the Notes. 
  
 All payments on Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company
elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. 
  
 Section 2.04. Registrar and Paying Agent. 
  
 (a) The Company 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 Company may appoint one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
  
 (b) The Company initially appoints DTC to act as Depositary with respect to the Global Notes. 
  
 (c) The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes. Every provision of this Indenture relating to the conduct or affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed to apply with
the same force and effect to the Trustee acting in its capacity as Paying Agent, Registrar, and Custodian. 
  
 Section 2.05. Paying Agent to Hold Money in Trust. 
  
 The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, or premium, if any, or interest on 

  

 26 








 
the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or one of its
Subsidiaries) shall have no further liability for the money. If the Company or one of its Subsidiaries 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 Company, the Trustee shall serve as Paying Agent for the Notes. 
  
 Section 2.06. 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 Company 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 of Notes and the Company shall otherwise comply with TIA § 312(a). 
  
 Section 2.07. Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except 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 Company for Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is
no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Legended Regulation S Global Note be
exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certification required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) there shall
have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (i), (ii) or (iii) 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 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.07 or Section 2.08 or 2.11 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 2.07(a),
however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (d) or (f) hereof. 
  

 27 








 (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 (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable: 
  
 (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted 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 Legended Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the 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 2.07(b)(i). 
  
 (ii) 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 2.07(b)(i) above, the
transferor of such beneficial interest must deliver to the Registrar either (A) (1) 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 (2) instructions given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase or (B) (1) 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 (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall
be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Legended Regulation S Global Note prior to (x)
the expiration of the Restricted Period and (y) the receipt by the Registrar of any certifications required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.07(f)
hereof, the requirements of this Section 2.07(b)(ii) 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 at maturity of the relevant Global Notes pursuant to Section 2.07(i) hereof. 
  

 28 








 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(ii)
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 (x) item (1)(a)
thereof or (y) item (1)(b) thereof, and an Opinion of Counsel regarding the availability of the applicable exemption; and 
  
 (B) if the transferee shall take delivery in the form of a beneficial interest in a Legended Regulation S Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in (x) item (2)(a) thereof, provided, however, that if transfer occurs prior to the expiration of the Restricted Period, then the
transferor shall also certify that the beneficial interest transferred shall be held immediately thereafter through Euroclear or Clearstream, or (y) item (2)(b), thereof. 
  
 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests
in the 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 2.07(b)(ii) 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 (1) a Person participating in the distribution of the
Exchange Notes or (2) 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: 
  
 (1) 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 
  

 29 








 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof; 
  
 and, in each such case set forth in this
subparagraph (D), if the Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company 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 Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
  
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
  
 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 
  
 (i) 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 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1)(a) thereof; 
  
 (C) if such beneficial interest is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than that listed in subparagraph (B) above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and, an Opinion of Counsel if such transfer is in respect 

  

 30 








 
of an aggregate principal amount of Notes of less than $100,000, as required by item (3) thereof, if applicable; or 
  
 (D) 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)(a) thereof, 
  
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.07(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 2.07(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
  

(ii) Beneficial Interests in Legended Regulation S Global Note to Definitive Notes. A beneficial interest in the Legended
Regulation S 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 (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of
any certificates required by 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. 
  
 (iii) 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 (1) a Person participating in the distribution of the Exchange Notes or (2) 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 
  

 31 








 (D) the Registrar receives the following: 
  
 (1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

  
 (2) 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 Definitive Note that does not bear the Private Placement Legend, 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 or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
and the Company 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. 
  
 (iv) 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 2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.07(i) 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 2.07(c)(iv) 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 pursuant to this Section 2.07(c)(iv) shall not bear the Private Placement Legend. 
  

 32 








 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 
  
 (i) Restricted Definitive Notes to Beneficial Interests
in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
  
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (1)(a) thereof; or 
  
 (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 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) 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. 
  
 (ii) 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 (1) a Person participating in the distribution of the Exchange Notes or (2) 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: 
  
 (1) 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 
  
 (2) 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 

  

 33 








 
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 or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company 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 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
  
 (iii) 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 (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so
transferred. 
  
 (e) Transfer and Exchange of Definitive Notes
for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall 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 shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section
2.07(e). 
  
 (i) 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
under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1)(a) thereof; and 
  

 34 








 (B) 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, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
  
 (ii) Restricted Definitive Notes to Unrestricted
Definitive Notes. Any Restricted Definitive Note may 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 (1) a
Person participating in the distribution of the Exchange Notes or (2) 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;

  
 (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: 
  
 (1) 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 
  
 (2) 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 Company 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. 
  
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery 

  

 35 








 
thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof. 
  
 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee
shall authenticate (i) 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 tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that (1) any Exchange Notes received by such Person will be acquired in the ordinary course of business, (2) at the time of the commencement of the Exchange Offer, such Person had no arrangements or understanding with any
person to participate in the distribution of the Notes or the Exchange Notes within the meaning of the 1933 Act, (3) such Person is not an “affiliate,” as defined in Rule 405 of the 1933 Act, of the Company or if it is an affiliate, such
Person will comply with the registration and prospectus delivery requirement of the 1933 Act to the extent applicable, (4) if such Person is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the
Exchange Notes and (5) if such Person is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Registrable Securities (as defined in the Registration Rights Agreement) that were acquired as a result of
market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes, and accepted for exchange in the Exchange Offer and (ii)
Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. 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 Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Global Notes so accepted
Unrestricted Global 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. 
  
 (i) Private Placement Legend. Except as permitted
below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
  
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR 

  

 36 








 
(C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
“INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
DA-LITE SCREEN COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE
A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT
OF NOTES OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO DA-LITE SCREEN COMPANY, INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT
AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND DA-LITE SCREEN COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “ U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. 
  

 37 








 Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 
  
 (ii) 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 (I) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
  
 (h) Regulation S Global Note Legend. The Regulation S Global Note shall bear a legend in substantially the following
form: 
  
 THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). 
  
 (i) 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 2.12 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
Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  

 38 








 (j) General Provisions Relating to Transfers and Exchanges. 
  
 (i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request. 
  
 (ii) 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 Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.08, 4.10, 4.14 and 9.05 hereof). 
  
 (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part. 
  
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (v) The Company 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 so 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. 
  
 (vi) Prior to due presentment
for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and
interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
  
 (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

  
 (viii) All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile with the original to follow by first class mail. 
  
 (ix) The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or
beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by 

  

 39 








 
the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
  
 Section 2.08. Replacement Notes. 
  
 (a) If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company 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 Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. 
  
 (b) Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder. 
  
 Section 2.09.
Outstanding Notes. 
  
 (a) 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 2.10 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(b) hereof. 
  
 (b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser. 
  
 (c) 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. 
  
 (d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any of the foregoing) 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. 
  
 Section 2.10. 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 by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, 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. 
  

 40 








 Section 2.11. Temporary Notes. 
  
 (a) Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of
an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
  
 (b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 
  
 Section 2.12. Cancellation. 
  
 The Company 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 dispose of canceled Notes in accordance with its procedures for the disposition of canceled securities in effect as of the date of such disposition (subject to the record retention requirement of the
Exchange Act). Certification of the disposition of all canceled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

 
 Section 2.13. [Intentionally Omitted]. 
  
 Section 2.14. CUSIP Numbers. 
  
 The Company in issuing the Notes may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall 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 shall not be affected by any defect in or omission of
such numbers. The Company shall promptly notify the Trustee of any change in the “CUSIP” numbers. 
  
 ARTICLE THREE 
 REDEMPTION AND OFFERS TO 
 PURCHASE 
  
 Section 3.01. Notices to Trustee. 
  
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 90 days before a redemption date, an
Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. 
  

 41 








 Section 3.02. Selection of Notes to Be Redeemed. 
  
 (a) If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among
the Holders of the Notes: (i) if the Notes are listed on any national securities exchange, in compliance with the requirements of such national securities exchange; or (ii) 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 by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than
90 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 
  
 (b) The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount at maturity thereof to be redeemed. No Notes in amounts of $1,000 or less shall be redeemed in part. 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, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for redemption. 
  
 Section 3.03. Notice of Redemption. 
  
 (a) At
least 30 days but not more than 90 days before a redemption date, the Company 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. 
  
 The notice shall identify the Notes to be redeemed and shall state:

  
 (i) the redemption date; 
  
 (ii) the redemption price; 
  
 (iii) if any Note is being redeemed in part, the portion of
the principal amount at maturity 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 of the original Note shall be issued in the name of
the Holder thereof upon cancellation of the original Note; 
  
 (iv) the name and address of the Paying Agent; 
  
 (v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date
fixed for redemption; 
  
 (vi) that, unless the
Company defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date; 
  

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 (vii) the paragraph of the Notes and/or section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and 
  
 (viii) 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. 
  
 (b) At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date or such shorter date as the Trustee may agree, an Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein shall be presumed to have been given, whether or not the Holder receives such notice. 
  
 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 and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus,
subject to Section 3.05(b), accrued and unpaid interest, to the redemption date; provided that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the
Holder of the redeemed Notes registered on the relevant record date. 
  
 Section
3.05. Deposit of Redemption Price. 
  
 (a) Not later than
10:00 a.m. (New York City time) on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

  
 (b) If the Company complies with the provisions of the
preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption 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 in Part. 
  
 Upon
surrender of a Note that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in 

  

 43 








 
principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $1,000 or less shall be redeemed in part. 
  
 Section 3.07. Optional Redemption. 
  
 (a) Except as set forth in clause (b) of this Section 3.07, the Company shall
not have the option to redeem the Notes pursuant to this Section 3.07 prior to May 15, 2007. On or after May 15, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 90 days’ notice at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

  

				
	 Year

	  	Redemption Price

	 
	 2007
	  	109.500	%
	 2008
	  	104.750	%
	 2009
	  	102.375	%
	 2010 and thereafter
	  	100.000	%

  
 (b) At any time prior
to May 15, 2007, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes issued hereunder (including any Additional Notes) at a redemption price of 109.500% of the principal amount thereof,
together with accrued and unpaid interest, thereon to the applicable redemption date, with the net cash proceeds of one or more Qualified Equity Offerings; provided, that (i) at least 65% of the aggregate principal amount of the Notes issued
under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 90 days of the date
of the closing of such Qualified Equity Offering. 
  
 (c) Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
  
 Section 3.08. Repurchase Offers. 
  
 In the event that, pursuant to Section 4.10 or 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase all or a portion
of their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below: 
  
 (a) The Repurchase Offer shall remain open for a period of no less than 30
days and no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the
“Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 or 4.14 hereof, as the case may be, (the “Offer Amount”) or, if less than the Offer Amount
has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 
  

 44 








 (b) 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 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
Repurchase Offer. 
  
 (c) Upon the commencement of a Repurchase
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
Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: 
  
 (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time
the Repurchase Offer shall remain open; 
  
 (ii)
the Offer Amount, the purchase price and the Purchase Date; 
  
 (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; 
  
 (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the
Repurchase Offer shall cease to accrue interest after the Purchase Date; 
  
 (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in integral multiples of $1,000 only; 
  
 (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to
surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note 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; 
  
 (vii) 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 the expiration of the Purchase Date, 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; 
  
 (viii) that, if the aggregate amount of Notes surrendered by
Holders exceeds the Offer Amount, the Trustee shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10, select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so
that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and 
  

 45 








 (ix) 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 the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10, accept for payment
on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an
Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for
purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity 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 respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer on the Purchase Date. 
  
 The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Repurchase Offer and shall not be deemed to have breached its
obligations under Section 3.08, 4.10 or 4.14 by virtue of such compliance. 
  
 Section 3.09. Mandatory Redemption. 
  
 Except as
set forth in Section 4.10 and 4.14 hereof, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  
 Section 3.10. Application of Trust Money. 
  
 All money deposited with the Trustee pursuant to Section 11.02 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. 
  

ARTICLE FOUR 
 COVENANTS

  
 Section 4.01. Payment of Notes. 
  
 The Company shall pay or cause to be paid the principal of, premium, if any,
and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, 

  

 46 








 
if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or one of its Subsidiaries, holds as of 11:00
a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
  
 Section 4.02. Maintenance of Office or Agency. 
  
 (a) The Company 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 agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Company 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 Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 (b) The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Company 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. 
  
 (c) The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04 of this Indenture. 
  
 Section 4.03. Reports. 
  
 (a) At all times prior to the earlier of (1) the date of the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement
(the “Registration”) and (2) the date that is six months after the Closing Date, in either case whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall file with the
SEC for public availability within the time periods specified in the SEC’s rules and regulations and furnish to the Holders of Notes or supply to the Trustee for forwarding to each Holder without cost to such Holder (other than reports or
information filed with the SEC): 
  
 (i)
quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the
Company’s certified independent accountants; and 
  

 47 








 (ii) 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, in each case within the time periods specified in the SEC’s rules and regulations. 
  
 (b) In addition, following the earlier of (1) the date of consummation of the Exchange Offer or Registration and (2) the date that is six months after the
Closing Date, whether or not required by the rules and regulations of the SEC, the Company furnish to the Holders or supply to the Trustee for forwarding to each Holder without cost to such Holder quarterly and annual reports substantially
equivalent referred to in Section 4.03(a)(i) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. 
  
 (c) For so long as any Notes remain outstanding and prior to the Registration, the Company and the Subsidiary Guarantors
shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
  
 Section 4.04. Compliance Certificate. 
  
 The Company and each Subsidiary Guarantor, if any (to the extent that such Subsidiary Guarantor is so required under the TIA) shall deliver to the
Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of
the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her
knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to his or her knowledge no event
has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto. 
  
 The Company shall, so
long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto. 
  
 Section 4.05. Taxes.

  
 The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, any applicable 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 of the Notes. 
  

 48 








 Section 4.06. Stay, Extension and Usury Laws. 
  
 The Company covenants (to the extent that it may lawfully do so) that it 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 the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it 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: 
  
 (i) declare or pay any dividend or make any distribution on or with respect to its Capital Stock (other than (x) dividends or
distributions payable solely in shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock, (y) pro rata dividends or distributions on Common Stock of Restricted
Subsidiaries held by minority stockholders and (z) dividends or distributions payable on Preferred Stock of the Company or any Restricted Subsidiary, provided such Preferred Stock was permitted to be issued pursuant to Section 4.09 and held by
Persons other than the Company or any of its Restricted Subsidiaries; 
  
 (ii) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of (x) the Company or any Subsidiary Guarantor (including options, warrants or other rights to acquire
such shares of Capital Stock) held by any Person (other than the Company or any Restricted Subsidiary) or (y) a Restricted Subsidiary other than a Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital
Stock) held by any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock of the Company; 
  
 (iii) make any voluntary or optional principal payment, or
voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of the Company that is subordinated in right of payment to the Notes or any Indebtedness of a Subsidiary Guarantor that is
subordinated in right of payment to a Note Guarantee; or 
  
 (iv) make any Investment, other than a Permitted Investment, in any Person (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), 
  
 if, at the time of and after giving effect to such
proposed Restricted Payment: 
  
 (A) a Default or
Event of Default shall have occurred and be continuing or would occur as a consequence thereof; 
  

 49 








 (B) the Company could not Incur at least $1.00 of additional Indebtedness under Section
4.09(a); and 
  
 (C) such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Closing Date shall exceed the sum of: 
  
 (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated
Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter in which the Closing Date falls (i.e. April 1, 2004) and
ending on the last day of such fiscal quarter preceding the Transaction Date for which reports have been filed with the SEC or provided to the Trustee, provided that such Adjusted Consolidated Net Income may only be recognized during those quarters
for which the Company has filed reports with the SEC pursuant to Section 4.03 or has furnished comparable financial information to the Trustee, plus 
  
 (2) the aggregate Net Cash Proceeds received by the Company after the Closing Date as a capital contribution or from the issuance and sale
of its Capital Stock (other than Disqualified Stock or Preferred Stock) to a Person who is not a Subsidiary of the Company, including an issuance or sale permitted by the Indenture of Indebtedness of the Company for cash subsequent to the Closing
Date upon the conversion of such Indebtedness into Capital Stock (other than Disqualified Stock) of the Company, or from the issuance to a Person who is not a Subsidiary of the Company of any options, warrants or other rights to acquire Capital
Stock of the Company (in each case, exclusive of any Disqualified Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes), plus

  
 (3) an amount equal to the net reduction in
Investments (other than reductions in Permitted Investments) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted
Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), from the release of any Guarantee
or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”), not to exceed, in each case, the amount of Investments previously made by the Company or
any Restricted Subsidiary in such Person or Unrestricted Subsidiary. 
  
 (b) Section 4.07(a) shall not prohibit: 
  
 (i) the payment of any dividend or redemption of any Capital Stock within 60 days after the related date of declaration or call for redemption if, at said date of 

  

 50 








 
declaration or call for redemption, such payment or redemption would comply with the provisions of Section 4.07(a); 
  
 (ii) the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes or any Note Guarantee including premium, if any, and accrued interest, with the proceeds of, or in exchange for, Indebtedness Incurred pursuant
to Section 4.09(b)(iii); 
  
 (iii) the
repurchase, redemption or other acquisition of Capital Stock of the Company or a Subsidiary Guarantor (or options, warrants or other rights to acquire such Capital Stock) or a dividend on such Capital Stock in exchange for, or out of the proceeds of
a capital contribution or a substantially concurrent offering of, shares of Capital Stock (other than Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock); provided that such options, warrants or
other rights are not redeemable at the option of the holder, or required to be redeemed, prior to the Stated Maturity of the Notes; 
  
 (iv) the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of
Indebtedness which is subordinated in right of payment to the Notes or any Note Guarantee in exchange for, or out of the proceeds of a capital contribution or a substantially concurrent offering of, shares of the Capital Stock (other than
Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock); provided that such options, warrants or other rights are not redeemable at the option of the holder, or required to be redeemed, prior to the
Stated Maturity of the Notes; 
  
 (v) payments or
distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets of the Company that complies with the provisions of the Indenture applicable to mergers,
consolidations and transfers of all or substantially all of the property and assets of the Company; 
  
 (vi) Investments acquired as a capital contribution to, or in exchange for, or out of the proceeds of a substantially concurrent offering
of, Capital Stock (other than Disqualified Stock) of the Company; 
  
 (vii) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a portion of the exercise price thereof; 
  
 (viii) during any period in which the Company is a “C
Corporation,” the declaration or payment of dividends on Common Stock (other than Disqualified Stock) of the Company in an aggregate annual amount not to exceed 6% of the Net Cash Proceeds received by the Company after the Closing Date from the
sale of such Common Stock; 
  
 (ix) so long as
the Company qualifies as an “S Corporation” or an entity taxable as a partnership for federal income tax purposes the payment of dividends, other distributions or amounts by the Company to its shareholders or equityholders in amounts


  

 51 








 
not to exceed the amounts estimated by the Company in good faith as being required to pay the tax obligations of such holders resulting from net income of
the Company and its subsidiaries being taxable to such holders (based on the assumption that all shareholders or equityholders of the Company, as the case may be, have a combined federal and U.S. state income tax rate equal to the maximum combined
rate applicable to residents of the state having the highest maximum rate from any state in which any shareholder or equityholder of the Company resides and giving effect to any higher rates applicable to income generated by the Company in
jurisdictions in which the Company generates taxable income allocable to its shareholders or equityholders); 
  
 (x) the Closing Dividend; or 
  
 (xi) the repurchase, redemption or other acquisition of the Company’s Capital Stock (or options, warrants or other rights to acquire
such Capital Stock) from Persons who are or were formerly employees of the Company and their Affiliates, heirs and executors; provided that the aggregate amount of all such repurchases pursuant to this clause (xi) shall not exceed $3.0 million

  
 provided that, in the case of clause (i) or (ix) above, no Default or
Event of Default shall have occurred and be continuing or would be caused thereby. 
  
 (c) For purposes of determining those Restricted Payments that must be taken into consideration when calculating Section 4.07(a)(C) above, Restricted Payments made pursuant to Sections 4.07(a)(i), 4.07(a)(ii),
4.07(a)(iii) (to the extent only that such payment is made in exchange for shares of Capital Stock); 4.07(a)(iv) (to the extent only that such payment is made in exchange for shares of Capital Stock); 4.07(b)(vi) (to the extent only that such
payment is made in exchange for Capital Stock); 4.07(b)(vii) and 4.07(b)(x); and 50% of Restricted Payments made under clause 4.07(b)(ix), shall be deemed not to be restricted payments. 
  
 (d) For purposes of determining compliance with this Section 4.07, (x) the amount, if other than in cash, of any Restricted
Payment shall be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution and (y) in the event that a Restricted Payment meets the criteria of more than one of the types of
Restricted Payments described in the above clauses of this Section 4.07, including Section 4.07(a)(i), the Company, in its sole discretion, may order and classify, and from time to time may reclassify, such Restricted Payment if it would have been
permitted at the time such Restricted Payment was made and at the time of such reclassification. 
  
 Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 
  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary (other than any Subsidiary Guarantors) to, create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (other than any Subsidiary Guarantors) to: 
  
 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary; 
  

 52 








 (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;

  
 (iii) make loans or advances to the Company
or any other Restricted Subsidiary; or 
  
 (iv)
transfer any of its property or assets to the Company or any other Restricted Subsidiary. 
  
 (b) The foregoing restrictions shall not apply to encumbrances or restrictions: 
  
 (i) existing on the Closing Date in any Credit Facility, this Indenture or any other agreements in effect on the Closing Date, and any
extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to
the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; 
  
 (ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any
Restricted Subsidiary; 
  
 (iii) existing with
respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not
applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements of thereof; provided that the encumbrances and
restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended,
refinanced, renewed or replaced; 
  
 (iv) in the
case of Section 4.08(a)(iv): 
  
 (A) that
restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, 
  
 (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien
on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or 
  

 53 








 (C) arising or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; 
  
 (v) with respect to a Restricted Subsidiary and imposed
pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or 
  
 (vi) relating to Indebtedness permitted pursuant to Section
4.09(b)(i); provided, that the Indebtedness to which such restrictions or encumbrances relate shall not exceed $10 million at any one time outstanding. 
  

(c) Notwithstanding anything in this Section 4.08 to the contrary, nothing contained in this Section 4.08 prevent the Company or any Restricted
Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted pursuant to Section 4.12 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted
Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries. 
  
 Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock. 
  
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness, including the issuance of Preferred Stock
(other than the Notes, the Note Guarantees and other Indebtedness existing on the Closing Date); provided that the Company or any Subsidiary Guarantor may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired Indebtedness if, after
giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 2.25:1. 
  
 (b) Notwithstanding Section 4.09(a), the Company and any Restricted Subsidiary (except as specified below) may Incur each
and all of the following: 
  
 (i) Indebtedness of
the Company, any Subsidiary Guarantor or any Foreign Subsidiary under any credit facility in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (A) $10 million, less any amount of Indebtedness Incurred under this clause (i) permanently repaid as provided under Section 4.10; and (B) the sum of
85% of accounts receivable plus 60% of inventory plus 40% of net property, plant and equipment, in each case as reflected in the consolidated balance sheet of the Company most recently filed with the SEC pursuant to Section 4.03; 
  
 (ii) Indebtedness owed (A) to the Company or any Subsidiary
Guarantor evidenced by an unsubordinated promissory note or (B) to any Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such
Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute 

  

 54 








 
an Incurrence of such Indebtedness not permitted by this clause (ii) and (y) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness,
such Indebtedness must be expressly contractually subordinated in right of payment to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor; 
  
 (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund,
then outstanding Indebtedness (other than Indebtedness outstanding under clause (i), (ii) or (vi)) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses);
provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or a Note Guarantee shall only be permitted under this
clause (iii) if (x) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which
such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes or the Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the
Notes or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or
the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or the Note Guarantee, (b) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior
to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (c) such new Indebtedness is
Incurred by the Company or a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness to be refinanced or refunded; 
  
 (iv) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to
Purchase made as a result of a Change in Control or (B) deposited to defease the Notes pursuant to Article 8; 
  
 (v) Guarantees of the Notes and Guarantees of Indebtedness of the Company or any Subsidiary Guarantor by any Restricted Subsidiary
provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.16; 
  
 (vi) Indebtedness of the Company or any Subsidiary Guarantor (in addition to Indebtedness permitted under clauses (i) through (v) above)
in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $10 million, less any amount of such Indebtedness permanently repaid pursuant to Section 4.10; and 
  
 (vii) PIK Preferred Stock of the Company. 
  

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 (c) Notwithstanding any other provision of this Section 4.09 to the contrary, the maximum amount of
Indebtedness that may be Incurred pursuant to this Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. 
  
 (d) For purposes of determining any particular amount of Indebtedness under
this Section 4.09, (x) Indebtedness outstanding under any Credit Facility on the Closing Date shall be treated as Incurred pursuant to Section 4.09(b)(i), (y) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness
otherwise included in the determination of such particular amount shall not be included and (z) any Liens granted pursuant to the equal and ratable provisions pursuant to Section 4.12 shall not be treated as Indebtedness. For purposes of determining
compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above (other than Indebtedness referred to in clause (x) of the preceding sentence), including
under the first paragraph of part (a), the Company, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness. 
  
 (e) Neither the Company nor any Subsidiary Guarantor shall Incur any Indebtedness if such Indebtedness is subordinate in right of payment to any other
Indebtedness unless such Indebtedness is also subordinate in right of payment to the Notes or the applicable Note Guarantee to the same extent. 
  
 Section 4.10. Asset Sales. 
  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale, unless: 
  
 (i) the consideration received by the Company or such
Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of; and 
  
 (ii) at least 75% of the consideration received consists of (x) cash or Temporary Cash Investments, (y) the assumption of unsubordinated
Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary (in each case, other than Indebtedness owed to the Company), provided that the Company, such Subsidiary Guarantor or such Restricted
Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness or (z) Replacement Assets. 
  
 (b) In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance
sheet of the Company and its Subsidiaries has been filed with the SEC or provided to the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary to: 
  
 (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated
Net Tangible Assets, 
  

 56 








 (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay
unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any Restricted Subsidiary, in each case owing to a Person other than the Company or any Affiliate of the Company; or 
  
 (B) invest an equal amount, or the amount not so applied
pursuant to clause (i) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in Replacement Assets. 
  

(ii) apply (no later than the end of the 12-month period referred to in Section 4.10(b)(i)) such excess Net Cash Proceeds (to the
extent not applied pursuant to Section 4.10(b)(i)) as provided in Section 4.10(c). 
  
 (c) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” If, as of the first day of any calendar
month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and
consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis
an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of their principal amount, plus, in each case, accrued interest (if any) to the Payment Date.

  
 Section 4.11. Transactions with Shareholders and Affiliates.

  
 (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of
such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than
could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not
such a holder or an Affiliate: 
  
 (b) The limitations set forth
in Section 4.11(a) shall not apply to: 
  
 (i)
transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking,
accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; 
  
 (ii) any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely among Wholly Owned
Restricted Subsidiaries; 
  

 57 








 (iii) the payment of reasonable and customary regular fees to directors of the Company
who are not employees of the Company and indemnification arrangements entered into by the Company consistent with past practices of the Company; 
  
 (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the
Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; 
  
 (v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; or 
  
 (vi) any Permitted Investments or any Restricted Payments
not prohibited pursuant to Section 4.07 
  
 (c) Notwithstanding
anything in this Section 4.11 to the contrary, any transaction or series of related transactions pursuant to Section 4.11(a) (and not Sections 4.11(b)(ii) through (vi)), (i) the aggregate amount of which exceeds $2 million in value, must be approved
or determined to be fair in the manner provided for in Section 4.11(b)(i)(A) or Section 4.11(b)(i)(B) above and (ii) the aggregate amount of which exceeds $10 million in value, must be determined to be fair in the manner provided for in Section
4.11(b)(i) (B) above. 
  
 Section 4.12. Limitation on Liens. 
  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to,
create, incur, assume or suffer to exist any Lien on any of its assets or properties of any character, or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary, without making effective provision for all of the Notes and all other
amounts due under the Indenture to be directly secured equally and ratably with (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Notes, prior to) the obligation or liability secured by such
Lien, except: 
  
 (i) Liens existing on the
Closing Date, including Liens securing obligations under any Credit Facility; 
  
 (ii) Liens granted after the Closing Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries created in favor of the Holders; 
  
 (iii) Liens with respect to the assets of a Restricted Subsidiary granted by such Restricted Subsidiary to
the Company or a Wholly Owned Restricted Subsidiary to secure Indebtedness owing to the Company or such other Restricted Subsidiary; 
  
 (iv) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is permitted to be Incurred pursuant to Section
4.09(b)(iii); provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; 
  
 (v) Liens to secure Indebtedness Incurred pursuant to
Section 4.09(b)(i); 
  

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 (vi) Liens (including extensions and renewals thereof) upon real or personal property
acquired after the Closing Date; provided that (x) such Lien is created solely for the purpose of securing Indebtedness Incurred, in accordance with Section 4.09, to finance the cost (including the cost of improvement or construction) of the
item of property or assets subject thereto and such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction or the commencement of full operation of such property, (y) the
principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and (z) any such Lien shall not extend to or cover any property or assets other than such item of property or assets and any improvements on such item;

  
 (vii) Liens on cash set aside at the time of
the Incurrence of any Indebtedness, or government securities purchased with such cash, in either case to the extent that such cash or government securities pre-fund the payment of interest on such Indebtedness and are held in a collateral or escrow
account or similar arrangement to be applied for such purpose; 
  
 (viii) Liens incurred in the ordinary course of business with respect to obligations that do not exceed $5 million at any one time outstanding and that are not incurred in connection with the borrowing of money or the
obtaining of advances or credit (other than trade credit in the ordinary course of business); or 
  
 (ix) Permitted Liens and Liens to secure the Notes and Note Guarantees. 
  
 Section 4.13. Limitation on Sale-Leaseback Transactions. 
  
 The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any sale-leaseback transaction
involving any of its assets or properties whether now owned or hereafter acquired, whereby the Company or a Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part
thereof or any other assets or properties which the Company or such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred, unless: 
  
 (i) the lease is for a period, including renewal rights, of
not in excess of three years; 
  
 (ii) the lease
secures or relates to industrial revenue or pollution control bonds; 
  
 (iii) the transaction is solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; or 
  
 (iv) the Company or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or
properties is completed, applies an amount not less than the net proceeds received from such sale in accordance with Section 4.10(b)(i)(A) or Section 4.10(b)(i)(B). 
  

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 Section 4.14. Offer to Repurchase upon a Change of Control. 
  
 (a) Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer
price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the “Change of Control Payment Date”) specified in such notice,
which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice requirements) required thereby. 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 the repurchase of the Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions 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 the Change of Control provisions of this Indenture by virtue of such compliance. 
  
 (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: 
  
 (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control
Offer; 
  
 (ii) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and 
  
 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the Company. 
  
 (c) The Paying Agent shall promptly mail to each Holder of Notes so 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; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note so
accepted for payment will cease to accrue interest on and after the Change of Control Payment Date. 
  
 (d) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

  
 (e) Notwithstanding anything to the contrary in this Section
4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in 

  

 60 








 
compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by
the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
  
 (f) The Change of Control provisions described in this Section 4.14 shall be applicable whether or not any other provision of this Indenture is
applicable. 
  
 Section 4.15. Limitation on Issuances and Sales of Capital
Stock of Restricted Subsidiaries. 
  
 The Company shall not
sell, and shall not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock), except:

  
 (a) to the Company or a Wholly Owned Restricted Subsidiary;

  
 (b) issuances of director’s qualifying shares or sales to
foreign nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to the extent required by applicable law; 
  
 (c) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any
Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made pursuant to Section 4.07 if made on the date of such issuance or sale; or 
  
 (d) (i) sales of Common Stock (including options, warrants or other rights to
purchase shares of such Common Stock) of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary applies the Net Cash Proceeds of any such sale in accordance with Section
4.10(b)(i)(A) or Section 4.10(b)(i)(B) and (ii) issuances of Preferred Stock of a Restricted Subsidiary if such Restricted Subsidiary would be entitled to Incur such Indebtedness pursuant to Section 4.09. 
  
 Section 4.16. Guarantees by Restricted Subsidiaries. 
  
 (a) If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary (other than an Excluded Subsidiary) on or after the date of this Indenture, then that newly acquired or created Domestic Subsidiary shall become a Subsidiary Guarantor and shall execute a supplemental indenture attached
in the form of Exhibit E hereto and deliver an Opinion of Counsel to the Trustee within 30 days of the date of such acquisition or creation. In addition, in the event that any Restricted Subsidiary ceases to be an Excluded Subsidiary and
becomes a Domestic Subsidiary, then such Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 30 days of the date of such event. 
  
 (b) The Company shall not permit any Restricted Subsidiary which is not a
Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company or any other Restricted Subsidiary (other than a Foreign Subsidiary), unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee (a “Subsidiary Guarantee”) 

  

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of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until
the Notes have been paid in full. 
  
 If the Guaranteed
Indebtedness is (x) pari passu in right of payment with the Notes or any Notes Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or
(y) subordinated in right of payment to the Notes or any Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness
is subordinated to the Notes or the Notes Guarantee. 
  
 (c)
Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon any: 
  
 (1) sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Company’s and each Restricted Subsidiary’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by the
Indenture) or upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture; or 
  
 (2) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release
by or as a result of payment under such Guarantee. 
  
 Section 4.17.
Designation of Unrestricted and Restricted Subsidiaries. 
  
 (a) The Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, the Company or any Restricted Subsidiary; provided that (i) any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an Incurrence of such
Indebtedness and an Investment by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation; (ii) either (x) the Subsidiary to be so designated has total assets of $10,000 or less or (y) if such Subsidiary
has assets greater than $10,000, such designation would be permitted pursuant to Section 4.07 and (z) if applicable, the Incurrence of Indebtedness and the Investment referred to in clause (i) of this proviso would be permitted pursuant to Sections
4.09 and 4.07. 
  
 (b) The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (ii) all Liens and Indebtedness of
such Unrestricted Subsidiary outstanding immediately after such designation would, if Incurred at such time, have been permitted to be Incurred (and shall be deemed to have 

  

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been Incurred) for all purposes of the Indenture. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with
the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 
  
 Section 4.18. Maintenance of Properties. 
  
 The Company shall, and shall cause each of its Restricted Subsidiaries to, maintain its material properties in good working order and condition (subject
to ordinary wear and tear) and make or cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto and actively conduct and carry on its business, all as in the reasonable judgment of the Company
is necessary so that the business carried on by the Company and its Restricted Subsidiaries may be actively conducted; provided, however, that nothing in this Section 4.18 shall prevent the Company or any of its Subsidiaries from
discontinuing the operation and maintenance of any of its properties, if such discontinuance is, in the good faith judgment of the Company or the Subsidiary, as the case may be, desirable in the conduct of their respective businesses and is not
disadvantageous in any material respect to the Holders. 
  
 Section 4.19.
Existence. 
  
 Except as otherwise permitted by Article V
and Section 4.14, the Company shall do or cause to be done, at its own cost and expense, all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with the
respective organizational documents of each such Subsidiary and the material rights (charter and statutory) and franchises of the Company and each such Subsidiary; provided, however, that the Company shall not be required to preserve, with
respect to itself, any material right or franchise and, with respect to any of its Restricted Subsidiaries, any such existence, material right or franchise, if the Board of Directors shall determine in good faith (such determination to be evidenced
by a board resolution), that the preservation thereof is no longer desirable in the conduct of the business of the Company and the Subsidiaries, taken as a whole. 
  
 ARTICLE FIVE 
 SUCCESSORS 
  
 Section 5.01. Consolidation, Merger and Sale of
Assets. 
  
 (a) The Company shall not consolidate or merge
with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another
corporation, Person or entity or permit any Person or entity to merge with or into it unless: 
  
 (i) either (A) the Company is the surviving corporation or (B) the entity or the Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the 

  

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United States, any state thereof or the District of Columbia (in the case of either clause (A) or (B) above, the “Surviving Person”);
provided, that if such Surviving Person (if other than the Company) shall not be a corporation, such entity shall organize or have a wholly-owned Subsidiary in the form of a corporation organized and validly existing under the laws of the
United States or any jurisdiction thereof, and shall cause such corporation to expressly assume, as a party to the supplemental indenture referenced in Section 5.01(a)(ii), as a co-obligor, each of such Surviving Person’s obligations under the
Indenture and the Notes; 
  
 (ii) the Surviving
Person (if other than the Company) assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; 
  
 (iii) immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing; 
  
 (iv) the Company or the Surviving Person (if other than the Company) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction; 
  
 (v) the Company or
the Surviving Person (if other than the Company) shall, at the time of such consolidation, merger or sale of all of the assets of the Company and after giving pro forma effect thereto, be permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Interest Coverage Ratio test set forth in Section 4.09(a), provided that this clause (v) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens
and Indebtedness of the Company or Surviving Person, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other than Liens and Indebtedness
of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction shall be deemed to have been Incurred) under this Indenture; 
  
 (vi) the Company or Surviving Person (if other than the Company) shall deliver, or cause to be delivered, to the Trustee, in form
reasonably satisfactory to the Trustee, an Officers’ Certificate (such Officer’s Certificate shall include, without limitation, arithmetic computations demonstrating compliance with Sections 5.01(a)(iv) and 5.01(a)(v) above) and an Opinion
of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction or
series of transactions have been satisfied and stating whether, in the case of a sale, transfer, assignment, conveyance or other disposition, the Company shall be released from its obligations and covenants under this Indenture in accordance with
Section 5.02. 
  
 (vii) each Subsidiary
Guarantor, unless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the 

  

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obligations of the Company or the Surviving Person in accordance with the Notes and this Indenture. 
  
 (b) Notwithstanding the foregoing, Sections 5.01(a)(iv) and 5.01(a)(v) above
shall not apply to a consolidation, merger or sale of all of the assets of the Company if, in the good faith determination of the Board of Directors of the Company (whose good faith determination shall be evidenced by a Board Resolution), the
principal purpose of such transaction is to change the state of organization of the Company or convert the form of organization of the Company to another form and any such transaction shall not have as one of its purposes the evasion of limitations
set forth in Section 5.01. 
  
 Section 5.02. Successor Entity 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 accordance with Section 5.01 hereof, the Surviving Person (if other than the Company) shall succeed to, and be substituted for, the Company
(so that from and after the date of such consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to such Surviving 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 Surviving Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from
the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Company’s assets that meets the requirements of Section 5.01 hereof. 

 
 ARTICLE SIX 
 DEFAULTS AND REMEDIES 
  
 Section 6.01. Events of Default. 
  
 Each of the
following is an “Event of Default”: 
  
 (a) default in payment of principal of (or premium, if any, on) any Note when due and payable whether at maturity, upon acceleration, redemption or otherwise; 
  
 (b) default in payment of interest on any Note when due and payable, and such default continues for a period of 30
consecutive days; 
  
 (c) default in the performance or breach by
the Company or any of its Restricted Subsidiaries of Section 4.10, 4.14 or 5.01 of this Indenture or the failure by the Company to make or consummate an Offer to Purchase in accordance with the provisions set forth in Section 4.10 or Section 4.14;

  
 (d) default by the Company or any Subsidiary Guarantor in the
performance or breach of any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period 

  

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of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; 
  
 (e) there occurs with respect to any issue or issues of Indebtedness of the
Company, any Subsidiary Guarantor or any Significant Subsidiary having an outstanding principal amount of $5 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or
annulled within 30 days of such acceleration or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment
default; 
  
 (f) any final judgment or order (not covered by
insurance) for the payment of money in excess of $5 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the
Company, any Subsidiary Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such
final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $5 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

  
 (g) a court having jurisdiction in the premises enters a
decree or order for (i) relief in respect of the Company, any Subsidiary Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) appointment of
a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Subsidiary Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Company, any Subsidiary Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30
consecutive days; 
  
 (h) the Company, any Subsidiary Guarantor or
any Significant Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii)
consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of
the Company or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors; or 
  
 (i) any Subsidiary Guarantor repudiates its obligations under its Note Guarantee or, except as permitted by the Indenture, any Note Guarantee is
determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect. 
  

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 Section 6.02. Acceleration. 
  
 (a) If an Event of Default (other than an Event of Default specified in Section 6.01(g) or Section 6.01(h) that occurs with
respect to the Company or any Subsidiary Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the
Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) has occurred and is continuing, such
declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived
by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) above occurs with respect to the Company, the principal of,
premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
  
 (b) In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an
equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action
(or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in Section 3.07(b) shall also become immediately due and payable to the extent
permitted by law upon the acceleration of the Notes. 
  
 Section 6.03. Other
Remedies. 
  
 (a) If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, or interest with respect to, the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 (b) 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. 
  
 The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the
Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have
become due solely by such declaration of acceleration, have been cured or waived and (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. 
  
 The Company shall deliver to the Trustee an Officers’ Certificate
stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights
hereunder and under the Notes, respectively. This Section 6.04 and Section 9.02 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
by the TIA. 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. 
  
 The Holders of a majority in principal amount of
the then outstanding Notes shall have the right to 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 the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the
giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. 
  
 Section 6.06. Limitation on Suits. 
  
 (a) A Holder may not pursue any remedy with respect to this Indenture or the Notes unless: 
  
 (i) the Holder gives the Trustee written notice of a continuing Event of Default; 
  
 (ii) the Holders of at least 25% in aggregate principal
amount of outstanding Notes make a written request to the Trustee to pursue the remedy; 
  
 (iii) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense; 

 
 (iv) the Trustee does not comply with the request within
60 days after receipt of the request and the offer of indemnity; and 
  

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 (v) during such 60-day period, the Holders of a majority in aggregate principal amount of
the outstanding Notes do not give the Trustee a direction that is inconsistent with the request. 
  
 (b) A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note. 
  
 Section 6.07. Rights of Holders of Notes to Receive
Payment. 
  
 Notwithstanding any other provision of this
Indenture, the right of any Holder of a Note to receive payment of the principal of, premium, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, 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(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, or interest, remaining
unpaid on the Notes and interest on overdue principal and premium, if any, 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 Subsidiary Guarantor (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 securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances 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 

  

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or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 Section 6.10. Priorities. 
  
 (a) If the Trustee collects any money pursuant to this Article, 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, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

 
 Second: to Holders of Notes for amounts due and unpaid on
the Notes for principal, premium, if any, or interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, or interest, respectively; and 
  
 Third: to the Company or to such party as a court of
competent jurisdiction shall direct. 
  
 (b) The Trustee may fix a
record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 
  
 Section 6.11. Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This Section 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 ten percent in
principal amount of the then outstanding Notes. 
  
 Section 6.12. Restoration
of Rights and Remedies. 
  
 If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, the
Trustee and the Holders shall, subject to any final determination in such proceeding and/or defenses and/or counterclaims available to the Issuer, be restored severally and respectively to its former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
  

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 ARTICLE SEVEN 
 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 its own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (i) 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 
  
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. 
  
 (d) 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: 
  
 (i) this paragraph does not limit the effect of paragraph (b) of this Section; 
  
 (ii) 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 
  
 (iii) 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. 
  
 (e) 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), (c) and (d) of this Section 7.01. 
  
 (f) 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 shall 

  

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have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 
  
 (g) 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 Officers’ 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
Officers’ 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. 
  
 (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. 
  
 (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 shall 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. 
  
 (g) In no event shall the Trustee be required to take notice of any Default or breach hereof or any Event of Default hereunder, except for Events of Default specified in Sections 6.01(a) and (b) hereof, unless and
until the Trustee shall have received from a Holder or from the Company express written notice of the circumstances constituting the breach, Default or Event of Default and stating that said circumstances constitute an Event of Default hereunder.

  
 (h) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act
hereunder. 
  

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 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 or apply to the SEC for
permission to continue as trustee 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 Company or upon the Company’s 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, or if appropriate notice is provided in writing in accordance with Section 7.02(g), as applicable, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or 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 November 1 beginning with the November 1 following the date hereof, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as
of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c). 
  
 (b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange
on which the Notes are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange. 
  

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 Section 7.07. Compensation and Indemnity. 
  
 (a) The Company 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 Company shall indemnify the Trustee (which for the purposes of this
section shall include its officers, directors, employees and agents) against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
  
 (c) The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture. 
  
 (d) To secure
the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except money or property 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(g) or (h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
  
 (f) The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. 
  
 (g) In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
  
 (h) In no event shall the Trustee be liable for any failure of delay in the
performance of its obligations hereunder because of circumstances beyond its control, including, 

  

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but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws,
ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of services contemplated by this Indenture. 
  
 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 Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 
  
 (i) the Trustee fails to comply with Section 7.10 hereof; 
  
 (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to
the Trustee under any Bankruptcy Law; 
  
 (iii) a
custodian or public officer takes charge of the Trustee or its property; or 
  
 (iv) the Trustee becomes incapable of acting. 
  
 (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company 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 Company. 
  
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company, or the Holders of at least 10% in 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 of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of a Note 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 Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders of the Notes. 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 to the Lien provided for in Section 7.07 hereof. Notwithstanding 

  

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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. 
  

(a) 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 million as set
forth in its most recent published annual report of condition. 
  
 (b) This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b). 
  
 Section 7.11. Preferential Collection of Claims Against Company. 
  
 The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee
who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. 
  
 Section 7.12. Receipt of Documents. 
  
 In no event shall receipt by the Trustee of financial and other reports from the Company as provided in this Indenture, review of which could lead to the conclusion that an Event of Default exists hereunder, result,
without further action, in the occurrence of an Event of Default, or impose upon the Trustee the obligation to review and examine the same, it being understood that all such information shall be received by the Trustee as repository for said
information and documents with no obligation on the part of the Trustee to review the same. 
  
 ARTICLE EIGHT 
 DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. 
  
 The Company may, at the option of the Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight. 
  

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 Section 8.02. Legal Defeasance and Discharge. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Subsidiary Guarantors shall be deemed to have
been discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and
the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the
trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest, on such Notes when such payments are due, (b) the Company’s obligations with
respect to such Notes under Article 2 concerning issuing temporary Notes, registration of Notes and mutilated, destroyed, lost or stolen Notes and the Company’s obligations under Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
  
 Section 8.03. Covenant Defeasance. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.01, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.18 and the operation of Section 5.01(a)(iv) and Section 5.01(a)(v) with respect to
the outstanding Notes on and after the date the conditions set forth in Section 8.04 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 and obligations, 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, the Company and the Subsidiary 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 or obligation, 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 shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the 

  

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option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c), 6.01(d), 6.01(e)
and 6.01(f) shall not constitute Events of Default. 
  
 Section 8.04.
Conditions to Legal or Covenant Defeasance. 
  
 (a) The
following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
  
 (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest, or premium, if any, on
the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be. The Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; 
  
 (ii) in the case of Legal Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) 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 shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; 
  
 (iii) in the case of Covenant Defeasance, the Company shall have delivered 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; 
  
 (iv) (x) 123 days pass after such deposit is made and (y) immediately after giving effect to such deposit on a pro forma basis, no
Default or Event of Default shall have occurred and be continuing either: (1) on the date of such deposit; or (2) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the
123rd day after the date of deposit; 
  
 (v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  
 (vi) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, (x) assuming
no intervening bankruptcy of the Company or any Subsidiary Guarantor between the date of deposit and the 123rd day
following the deposit and 

  

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assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally, including Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, and (y) the creation of the defeasance trust does not violate the Investment Company Act of
1940; 
  
 (vii) the Company shall deliver to the
Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; 
  
 (viii) if
the Notes are to be redeemed prior to their Stated Maturity, the Company shall deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; 
  
 (ix) the Company shall deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and 
  
 (x) if at such time the Notes are listed on a national securities exchange, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Notes shall not be delisted as a result of such deposit, Legal Defeasance or the Covenant Defeasance (as applicable) and discharge. 
  
 Section 8.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. 
  
 (a) Subject to Section 8.06 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with 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, or premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S.
Government Obligations 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.

  
 (c) Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable U.S. Government Obligations 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 

  

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delivered under Section 8.04(a) 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 the
Company. 
  
 Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest, on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest, has become due and
payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which 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 Company. 
  
 Section 8.07. Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Obligations in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof and, in the case of a Legal Defeasance, the Subsidiary Guarantors’ obligations under their respective Note Guarantees shall be revised and
reinstated as though no deposit had occurred pursuant to Section 8.02 hereof, in each case until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  
 ARTICLE NINE 
 AMENDMENT, SUPPLEMENT AND WAIVER 
  
 Section 9.01. Without Consent of Holders of Notes. 
  
 (a) Notwithstanding Section 9.02 of this Indenture, the Company, the
Subsidiary Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: 
  
 (i) to cure any ambiguity, defect or inconsistency, provided, that such amendments or supplements shall not, in the good faith of
the Board of Directors of the Company as evidenced by a Board Resolution, adversely affect the interests of the Holders in any material respect; 
  

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 (ii) to comply with Article 5; 
  
 (iii) to provide for uncertificated Notes in addition to or
in place of certificated Notes; 
  
 (iv) to make
any change that, in the good faith opinion of the Board of Directors of the Company as evidenced by a Board Resolution, would provide any additional rights or benefits to the Holders of Notes or that does not materially and adversely affect the
rights under this Indenture of any such Holder; 
  
 (v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 
  
 (vi) to comply with the provisions of Section 4.16; 
  
 (vii) to evidence and provide for the acceptance of appointment by a successor Trustee; 
  
 (viii) to provide for the issuance of Additional Notes in
accordance with this Indenture; or 
  
 (ix) to
conform any provision contained herein to the “Description of Notes” set forth in the Offering Memorandum. 
  
 (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 any documents requested under Section 7.02(b) hereof, the Trustee shall join with the Company 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. 
  
 The consent of the Holders
of the Notes is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if the consent approves the substance of the proposed amendment. 
  
 Section 9.02. With Consent of Holders of Notes. 
  
 (a) Except as otherwise provided in this Section 9.02, the Company, the
Subsidiary Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes). 
  

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 (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the
Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether
or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 
  
 (c) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement to
this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof, the Trustee shall
join with the Company in the execution of such amendment or supplement unless such amendment or supplement 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 amendment or supplement. 
  
 (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof. 
  
 (e) After an amendment,
supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes
(including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section
9.02 may not (with respect to any Notes held by a non-consenting Holder): 
  
 (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; 
  
 (ii) reduce the principal amount of, or premium, if any, or interest on, any Note; 
  
 (iii) change the optional redemption dates or optional
redemption prices of the Notes from that stated pursuant to Section 3.07; 
  
 (iv) change the place or currency of payment of principal of, or premium, if any, or interest on, any Note; 
  

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 (v) impair the right to institute suit for the enforcement of any payment on or after the
Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; 
  
 (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes or modify any provision of the Indenture
relating to modification or amendment thereof; 
  
 (vii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; 
  
 (viii) release any Subsidiary Guarantor from any of its
obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; 
  
 (ix) reduce the percentage or principal amount of outstanding Notes whose Holders must consent to amend or modify the Indenture; and

  
 (x) make any change in the preceding
amendment and waiver provisions. 
  
 Section 9.03. Compliance with Trust
Indenture Act. 
  
 Every amendment or supplement to this
Indenture or the Notes shall be set forth in a document that complies with the TIA as then in effect. 
  
 Section 9.04. 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 shall become effective in accordance with its terms and thereafter binds every Holder. 
  
 Section 9.05. Notation on or Exchange of Notes. 
  
 (a) The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

  
 (b) Failure to make the appropriate notation or issue a new
Note shall not affect the validity and effect of such amendment, supplement or waiver. 
  

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 Section 9.06. Trustee to Sign Amendments, Etc. 
  
 The Trustee shall sign any amendment or supplement to this Indenture or any Note authorized pursuant to this Article Nine if
the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture or Note until its Board of Directors approves it. In executing any
amendment or supplement or Note, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
amendment or supplement is authorized or permitted by this Indenture and that it does not adversely affect the rights, duties, liabilities or immunities of the Trustee. 
  
 ARTICLE TEN 
 [INTENTIONALLY OMITTED] 
  
 ARTICLE ELEVEN
 
 SATISFACTION AND DISCHARGE 
  
 Section 11.01. Satisfaction and Discharge. 
  
 (a) This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued thereunder, when: 
  
 (i) 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 or securities have theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation and the
Company or any Subsidiary Guarantor has paid all sums payable under this Indenture; or 
  
 (B) all Notes mature within one year or are to be called for redemption within one year and the Company or any Subsidiary Guarantor has
irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and
accrued interest on the Notes to the date of maturity or redemption and all other sums payable under this Indenture; 
  
 (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;

  

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 (iii) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and 
  
 (iv) the Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied. 
  
 (b) Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or U.S. Government Obligations held by it as provided in this Section 11.01 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge under this Article Eleven.

  
 Section 11.02. Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions. 
  
 Subject to
Section 11.03 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 11.01 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, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 Section 11.03. Repayment to the Company. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times or 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 Company. 
  

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 ARTICLE TWELVE 
 MISCELLANEOUS 
  
 Section 12.01. Trust
Indenture Act Controls. 
  
 If any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control. 
  
 Section 12.02. Notices. 
  
 (a) Any notice or communication by the Company or any Subsidiary Guarantor, on the one hand, or the Trustee on the other hand, to the other is duly given if in writing and delivered in Person or mailed by first class mail (registered or
certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
  
 If to the Company and/or any Subsidiary Guarantor: 
  
 Da-Lite Screen Company, Inc. 
 3100 North
Detroit Street 
 P.O Box 137 
 Warsaw, Indiana 
 46581-0137 
 Facsimile: (574) 267-7804 
 Attention: Chief Financial Officer 
  
 with a copy to: 
  
 Sidley Austin Brown & Wood LLP 
 Bank One
Plaza 
 10 South Dearborn Street 
 Chicago, Illinois 60603 
 Facsimile: (312) 853-7036 
 Attention: John J. Sabl, Esq. 
  
 If to the Trustee: 
  
 Wilmington Trust Company

 Corporate Trust Department 
 1100 North Market Street 
 Wilmington, Delaware 
 Facsimile: (302) 636-4140 
 Attention: Corporate Trust Administration 
  
 (b) The Company, the Subsidiary Guarantors or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or communications. 
  

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 (c) 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; three Business Days after being deposited in the mail, postage prepaid, if mailed; 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. 
  
 (d) 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. 
  
 (e)
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. 
  
 (f) 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 12.03. Communication by Holders of Notes with Other Holders of Notes.

  
 Holders may communicate pursuant to TIA § 312(b) with
other Holders with respect to its rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 Section 12.04. Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall
furnish to the Trustee: 
  
 (a) an Officers’
Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and 
  
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel (who may rely
upon an Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied. 
  
 Section 12.05. Statements Required in Certificate or Opinion. 
  
 (a) 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)) shall comply with the provisions of TIA § 314(e) and shall include: 
  
 (i) a statement that the Person making such certificate or opinion has read such covenant or condition; 
  

 87 








 (ii) 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; 
  
 (iii) 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 complied with; and 
  
 (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 
  
 Section 12.06. Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  
 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. 
  
 No director, officer, employee, incorporator, stockholder, manager, partner, equityholder or controlling person of the
Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive
liabilities under the federal securities laws. 
  
 Section 12.08. Governing
Law. 
  
 THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. 
  
 Section
12.09. Consent to Jurisdiction. 
  
 Any legal suit, action
or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City of New York or the
courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or
other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree
not to plead or claim in any such court that such suit, action or other proceeding has been brought in an inconvenient forum. 
  

 88 








 Section 12.10. 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 any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 12.11. 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 Subsidiary Guarantor in this Indenture shall bind its successors. 
  
 Section 12.12. Severability. 
  
 In case any provision in this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 Section 12.13. 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 12.14. Acts of Holders. 
  
 (a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company if made in the manner provided in this Section 12.14. 
  
 (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  

 89 








 (c) Notwithstanding anything to the contrary contained in this Section 12.14, the principal amount and
serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.04 hereof. 
  
 (d) If the Company shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to a resolution of its Board of Directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA § 316(c), such record date shall be the record date specified in or pursuant to such resolution, which shall be a date not earlier than
the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not later than the
date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 
  
 (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the
same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Note. 
  
 (f)
Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 
  
 Section 12.15. Benefit of Indenture. 
  
 Nothing, in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture. 
  
 Section
12.16. 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]

  

 90 









			
	 DA-LITE SCREEN COMPANY, INC., as Issuer

		
	By:	 	/s/    RICHARD E. LUNDIN        
	 Name:
	 	Richard E. Lundin
	 Title:
	 	Chairman, President and Chief Executive Officer
		
	By:	 	/s/    JERRY C. YOUNG        
	 Name:
	 	Jerry C. Young
	 Title:
	 	Vice President – Finance and Chief Financial Officer
	
	 WILMINGTON TRUST COMPANY, as Trustee

		
	By:	 	/s/    JAMES D. NESCI        
	 Name:
	 	James D. Nesci
	 Title:
	 	Authorized Signer


  

 S-1 








 EXHIBIT A 
  

[Face of Note] 
  
 [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 (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.] 
  
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED
INVESTOR”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO DA-LITE SCREEN COMPANY, INC. OR
ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000, AN
OPINION OF COUNSEL ACCEPTABLE TO DA-LITE SCREEN COMPANY, INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A 

  

 A-1 








 
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE
SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND DA-LITE SCREEN COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “ U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. 

 
 [Additional language for Regulation S Note to be inserted after
paragraph 1] 
  
 THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). 
  

 A-2 








 CUSIP [144A: 233393AA5] [Reg. S: U3194CAA8] 
  

			
	No.	  	**$160,000,000**

  
 DA-LITE SCREEN COMPANY,
INC. 
  
 91⁄2% SENIOR NOTES DUE 2011 
  
 Issue Date: May 18, 2004 
  
 Da-Lite Screen Company, Inc., an Indiana corporation (the “Company”, which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of ONE HUNDRED AND SIXTY MILLION DOLLARS ($160,000,000) on May 15, 2011. 
  
 Interest Payment Dates: May 15 and November 15, commencing November 15, 2004. 
  
 Record Dates: May 1 and November 1. 
  
 Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

 A-3 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly
authorized officers. 
  

			
	 DA-LITE SCREEN COMPANY, INC.

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  
 (Trustee’s
Certificate of Authentication) 
  
 This is one of the 91⁄2% Senior Notes due
2011 described in the within-mentioned Indenture. 
  
 Dated: May 18, 2004

  

			
	 WILMINGTON TRUST COMPANY

	
	 as Trustee

		
	By:	 	 
	 	 	 Authorized Signatory


  

 A-4 








 [Reverse Side of Note] 
  
 DA-LITE SCREEN COMPANY, INC. 
  
 91⁄2% Senior Notes due 2011 
  
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 1. Interest. The Company promises to pay interest on the principal
amount of this Note at 91⁄2% per annum from the date hereof until maturity and to pay any additional interest pursuant to Section 2 of the Registration Rights Agreement. The Company shall pay interest, and additional interest, if any, on the
Notes semi-annually in arrears on May 15 and November 15, commencing on November 15, 2004, or if such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). The Company shall make each interest
payment to the holders of record of the Notes on the immediately preceding May 1 and November 1 of each year. 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 original 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 November 15, 2004. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

  
 2. Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in The City of New York, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and
interest, premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company 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, the Trustee under the Indenture shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity. 
  
 4.
Indenture. The Company issued the Notes under an Indenture dated as of May 18, 2004 (“Indenture”) between the Company 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 

  

 A-5 








 
Trust Indenture Act of 1939, as amended. 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 Indenture pursuant to which this Note is issued provides that an
unlimited aggregate principal amount of Additional Notes may be issued thereunder. 
  
 5. Optional Redemption. (a) Except as set forth in paragraph 5(b) below, the Company shall not have the option to redeem the Notes prior to May 15, 2007. On or after May 15, 2007, the Company may redeem all or
a part of the Notes upon not less than 30 nor more than 90 days’ notice at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on May 15 of the years indicated below: 
  

				
	 Year

	  	Redemption
Price

	 
	 2007
	  	109.500	%
	 2008
	  	104.750	%
	 2009
	  	102.375	%
	 2010 and thereafter
	  	100.000	%

  
 (b) At any time prior
to May 15, 2007, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes issued hereunder (including any Additional Notes) at a redemption price of 109.500% of the principal amount thereof,
together with accrued and unpaid interest thereon to the applicable redemption date, with the net cash proceeds of one or more Qualified Equity Offerings; provided, that (i) at least 65% of the aggregate principal amount of the Notes issued
under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption must occur within 90 days of the date of
the closing of such Qualified Equity Offering. 
  
 6. Mandatory
Redemption. Except as set forth in paragraph 7 below, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  
 7. Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder of Notes shall have the right to
require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a “Change
of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, thereon, to the date of purchase. Within 30 days following any Change of Control, the Company shall mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the “Change of Control Payment Date”) specified in such notice, which shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. 
  

 A-6 








 (b) In the event and to the extent that the Net Cash Proceeds received by the Company or any of its
Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such
12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the SEC or provided to the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary to: 
  
 (i) Within twelve months after the date Net Cash Proceeds so
received exceed 10% of Adjusted Consolidated Net Tangible Assets 
  
 (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any Restricted Subsidiary, in each case owing
to a Person other than the Company or any Affiliate of the Company; or 
  
 (B) invest an equal amount, or the amount not so applied pursuant to clause (i) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in Replacement Assets.

  
 (ii) apply (no later than the end of the
12-month period referred to in Section paragraph 7(b)(i) above) such excess Net Cash Proceeds (to the extent not applied pursuant to paragraph 7(b)(i)) as provided in paragraph 7(c) below. 
  
 (c) Any Net Cash Proceeds from Asset Sales that are not applied or invested
as provided in paragraph 7(b) above shall be deemed to constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to
this paragraph 7 totals at least $5 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari
passu with the Notes (“Pari Passu Indebtedness”), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a
purchase price equal to 100% of their principal amount, plus, in each case, accrued interest (if any) to the Payment. 
  
 8. Selection and Notice of Redemption. If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption
as follows: (i) if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, or (ii) if the Notes are not so listed, on a pro rata basis, by lot or by any method as
the Trustee deems fair and appropriate. No Notes of $1,000 or less may be redeemed in part. Except as otherwise provided in the Indenture, notices of redemption will be mailed by first class mail at least 30 but not more than 90 days before the
redemption date to each Holder to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption 

  

 A-7 








 
become due on the date fixed for redemption. On and after the redemption date, interest and additional interest, if any, cease to accrue on Notes or portions
of them 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 Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to
transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. Transfer may be restricted as provided in the Indenture.

  
 10. Persons Deemed Owners. The registered Holder of a
Note will be treated as its owner for all purposes. 
  
 11.
Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in 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, the Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in 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, the Notes). Without the consent of any Holder of a
Note, the Indenture or the Notes may be amended or supplemented to, among other things, cure any ambiguity, defect or inconsistency, or to make any change that does not adversely affect the legal rights under the Indenture of any such Holder.

  
 12. Defaults and Remedies. In the case of an Event of
Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders of the Notes 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 of the Notes notice of any Default
or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, or interest) if it determines that withholding notice is in their interest. Holders of a majority in principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind and annul a declaration of acceleration pursuant to Section 6.02 of the Indenture, and its consequences, and waive any related existing Default or Event of
Default if certain conditions are satisfied. 
  
 13. Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee. 
  

 A-8 








 14. No Recourse Against Others. No director, officer, employee, incorporator, stockholder manager,
partner, equityholder or controlling person of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, the Indenture, the Note Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The
waiver may not be effective to waive liabilities under the federal securities laws. 
  
 15. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
  
 16. 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 May 18, 2004, between the Company and the parties
named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreements, if any, between the Company
and the other parties thereto, relating to rights given by the Company to the purchasers of Additional Notes (the “Registration Rights Agreement”). 
  
 17. 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. 
  
 18. Guarantee. The Company’s obligations under the Notes may be fully and unconditionally guaranteed, jointly and severally, by the Subsidiary
Guarantors. 
  
 19. Copies of Documents. 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: 
  
 Da-Lite Screen Company, Inc. 
 3100 North
Detroit Street 
 P.O Box 137 
 Warsaw, Indiana 
 46581-0137 
 Attention: Chief Financial Officer 
  

 A-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). 

  

 A-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 4.14 of the Indenture, check the
appropriate box below: 
  

			
	 ̈ Section 4.10	  	 ̈ Section 4.14

  
 If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 
  

$__________________ 
  
 Date: ________________ 
  

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




			
		
	 Tax Identification No.:
	 	 


  
 Signature Guarantee*:
_____________________ 
  

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

  

 A-11 








 [To be inserted for Rule 144A Global Note] 
  
 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
  
 The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange

	  	 Amount of Decrease in
Principal Amount at
Maturity
 of this Global Note

	  	 Amount of Increase in
Principal Amount at
Maturity
 of this Global Note

	  	 Principal Amount at
Maturity
 of this Global Note
Following such
 decrease (or increase)

	  	 Signature of
 Authorized Officer
 of Trustee or
 Note Custodian


	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 

  
 [To be inserted
for Regulation S Global Note] 
  
 SCHEDULE OF EXCHANGES OF
REGULATION S GLOBAL NOTE 
  
 The following exchanges of a part of
this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note, have been made: 
  

									
	 Date of Exchange

	  	 Amount of Decrease in
Principal Amount at
Maturity
 of this Global Note

	  	 Amount of Increase in
Principal Amount at
Maturity
 of this Global Note

	  	 Principal Amount at
Maturity
 of this Global Note
Following such
 decrease (or increase)

	  	 Signature of
 Authorized Officer
 of Trustee or
 Note Custodian


	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 

  

 A-12 








 EXHIBIT B 
  

FORM OF CERTIFICATE OF TRANSFER 
  
 Da-Lite Screen Company, Inc. 
 3100 North Detroit Street 
 P.O Box 137 
 Warsaw, Indiana 
 46581-0137 
 Attention: Chief Financial Officer 
  
 Wilmington Trust Company 
 Corporate Trust Department 
 1100 North Market Street 
 Wilmington, Delaware 
 Facsimile: (302) 636-4140 
 Attention: Corporate Trust Administration 
  

	 	Re:	91⁄2% Senior Notes due 2011 

  
 Reference is hereby made to the Indenture, dated as of May 18, 2004 (the “Indenture”), between Da-Lite Screen Company, Inc., an Indiana
corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, 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 at maturity of $______________ in such Note[s] or interests (the “Transfer”), to __________________ (the
“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
  
 [CHECK ALL THAT APPLY] 
  
  ̈ 1. Check if Transferee will take delivery of
a beneficial interest in the 144A Global Note or a Definitive Note 
  
  ̈ (a) Check if Transfer Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the
United States 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 believed and 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 

  

 B-1 








 
Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act. 
  
  ̈ (b) Check if Transfer is Pursuant to Other Exemption. The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144A 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. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
  
  ̈ 2. Check if Transferee will take delivery of a beneficial interest in a Legended Regulation S Global Note,
or a Definitive Note. 
  
  ̈ (a) Check if Transfer is pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any
Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation 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) the transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Legended Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 
  
  ̈ (b) Check if
Transfer is pursuant to Rule 144. 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. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
  

 B-2 








  ̈ 3. Check and complete if Transferee will take delivery of a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check one): 
  
  ̈ (a) such Transfer is being effected to the Company or a subsidiary thereof; or 
  
  ̈ (b) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if the aggregate principal amount of the Notes of such Transfer
is less than $100,000, an Opinion of Counsel acceptable to the Company provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Definitive Notes and in the Indenture and the Securities Act. 
  
 4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
  
  ̈ (a) Check if Transfer is Pursuant to Rule 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture. 
  
  ̈ (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and
in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and, in the case of a transfer from a Restricted Global Note or a Restricted Definitive Note, the
Transferor hereby further certifies that (a) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on
its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (b) 

  

 B-3 








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

 B-4 








 This certificate and the statements contained herein are made for your benefit and the benefit of the
Company. 
  

			
		
	Dated:	 	 



	
	
	 
	[Insert Name of Transferor]



			
		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

 B-5 








 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 will 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-6 








 EXHIBIT C 
  

FORM OF CERTIFICATE OF EXCHANGE 
  
 Da-Lite Screen Company, Inc. 
 3100 North Detroit Street 
 P.O Box 137 
 Warsaw, Indiana 
 46581-0137 
 Attention: Chief Financial Officer 
  
 Wilmington Trust Company 
 Corporate Trust Department 
 1100 North Market Street 
 Wilmington, Delaware 
 Facsimile: (302) 636-4140 
 Attention: Corporate Trust Administration 
  

	 	Re:	91⁄2% Senior Notes due 2011 

  
 Reference is hereby made to the Indenture, dated as of May 18, 2004 (the “Indenture”), between Da-Lite Screen Company, Inc., an Indiana
corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, 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 at maturity 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 at maturity, 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 United States 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. 
  

 C-1 








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

 C-2 








  ̈ (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 at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued 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. 
  

			
		
	 Dated: 
	 	 



	
	
	 
	[Insert Name of Transferor]



			
		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

 C-3 








 EXHIBIT D 
  

FORM OF CERTIFICATE FROM 
 ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR 
  
 Da-Lite Screen Company, Inc. 
 3100 North Detroit Street 
 P.O Box 137 
 Warsaw, Indiana 
 46581-01375 
  
 Wilmington Trust Company 
 Corporate Trust Department 
 1100 North Market Street 
 Wilmington, Delaware 
 Facsimile: (302) 636-4140 
 Attention: Corporate Trust Administration 
  

	 	Re:	91⁄2% Senior Notes due 2011 

  
 Reference is hereby made to the Indenture, dated as of May 18, 2004 (the “Indenture”), between Da-Lite Screen Company, Inc., an Indiana
corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
 In connection with our proposed purchase of $______________ aggregate
principal amount of: 
  

	 	(a)   ̈	 beneficial interest in a Global Note, or 

  

	 	(b)   ̈	 a Definitive Note, 

  
 we confirm that: 
  
 1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as
amended (the “Securities Act”). 
  
 2. We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and
on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we shall do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a “qualified institutional buyer” 

  

 D-1 








 
(as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on
its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of aggregate principal amount of less than $100,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k)
under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 
  
 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to
the foregoing effect. 
  
 4. We are an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
  
 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an
institutional “accredited investor”) as to each of which we exercise sole investment discretion. 
  
 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

									
					
	 Dated:
	 	 __________________________________
	 	 	 	 	 	 
	 	 	 	 	 	 	[Insert Name of Accredited Investor]
					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:


  

 D-2 








 EXHIBIT E 
  

FORM OF SUPPLEMENTAL INDENTURE 
 TO
BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS 
  
 Supplemental Indenture (this “Supplemental Indenture”), dated as of _____________, among ____________________ (the “Guaranteeing Subsidiary”), a subsidiary of Da-Lite Screen Company, Inc. (or its permitted
successor), an Indiana corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).

  
 W I T N E S S E T H 
  
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (the “Indenture”), dated as of May 18, 2004 providing for the issuance of the Company’s 91⁄2% Senior Notes due 2011 (the “Notes”); 
  
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to
the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
“Note Guarantee”); and 
  
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
  
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders 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. 
  
 (a) The Guaranteeing Subsidiary, along with any and all other Subsidiary
Guarantors, jointly and severally, and fully and 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
the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: 
  
 (i) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to
the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms 

  

 E-1 








 
hereof and thereof; and the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if lawful (subject in all cases to any applicable grace period provided herein) 
  
 (ii) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due
of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Guaranteeing Subsidiary agrees that this is a guarantee of payment
and not a guarantee of collection. 
  
 (b) The Guaranteeing
Subsidiary hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the 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 that might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. 
  
 (c) The Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes
and the Indenture. 
  
 (d) The Guaranteeing Subsidiary agrees that
if any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or the Subsidiary
Guarantors, any amount paid by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
  
 (e) The Guaranteeing Subsidiary agrees that the Guaranteeing Subsidiary 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. 
  
 (f) The Guaranteeing Subsidiary agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Guarantors for the purpose of this Note Guarantee. 
  

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 (g) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Subsidiary
Guarantor so long as the exercise of such right does not impair the rights of Holders under the Note Guarantee. 
  
 (h) The Guaranteeing Subsidiary confirms that it is the intention of such Guaranteeing Subsidiary that its Note Guarantee not constitute (i) 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 its Note Guarantee or (ii) an unlawful distribution
under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee, and, to effectuate the foregoing intention, agrees hereby irrevocably that the obligations of such
Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guaranteeing Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under Article Ten of the Indenture, result in the obligations of such
Guaranteeing Subsidiary under its Note Guarantee not constituting a fraudulent transfer or conveyance or such an unlawful shareholder distribution. 
  
 3. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee. 
  
 4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. 
  
 (i) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person)
another Person, other than the Company or another Subsidiary Guarantor, unless: 
  
 (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and 
  
 (ii) either: 
  
 (A) the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or
the District of Columbia and assumes all the obligations of that Subsidiary Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or

  
 (B) such sale or other disposition or
consolidation or merger complies with Section 4.10 of the Indenture. 
  
 (j) 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 

  

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the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of the Indenture to be performed by a Subsidiary Guarantor, such successor Person shall succeed to and be substituted for a Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been
issued at the date of the execution hereof. 
  
 (k) Except as set
forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (i) and (ii) of Section 4(a) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into
the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor. 
  
 5. Release. 
  
 (a) Any Subsidiary Guarantor will be released and relieved of any obligations
under its Note Guarantee, (i) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company,
if the sale of all such Capital Stock of that Subsidiary Guarantor complies with Section 4.10 of the Indenture; (ii) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under the Indenture or (iii) solely in
the case of a Note Guarantee created pursuant to the second sentence of Section 4.16(a) of the Indenture, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.16(b) of the
Indenture, except a discharge or release by or as a result of payment under such Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements
has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 5 have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from
its obligations under its Note Guarantee. 
  
 (b) Any Subsidiary
Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under the Indenture as provided in
Article Ten of the Indenture. 
  
 6. No Recourse Against
Others. Pursuant to Section 12.07 of the Indenture, no director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of such Guaranteeing Subsidiary under the Notes, the
Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. 
  

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 7. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE. 
  
 8. 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. 
  
 9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction
hereof. 
  
 10. Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 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: ______________,
______ 
  

			
	 [NAME OF GUARANTEEING SUBSIDIARY]

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 DA-LITE SCREEN COMPANY, INC.

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 WILMINGTON TRUST COMPANY, as Trustee

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

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