Ingram Micro Inc. Exhibit 4.1




EXHIBIT 4.1


INGRAM MICRO INC.,


Issuer


and


BANK ONE TRUST COMPANY, N.A.,


Trustee










Indenture


Dated as of August 16, 2001










9 7/8% Senior Subordinated Notes due 2008


 










CROSS-REFERENCE TABLE



	 	 	 	 	 	 
	TIA Sections	 	Indenture Sections
	
	 	

	§ 310(a)(1)
	 	 	7.10	 
	
	
	
	

	 	(b)
	 	 	7.03; 7.08	 
	
	
	
	

	§ 311
	 	 	7.03	 
	
	
	
	

	§ 312(a)
	 	 	2.04	 
	
	
	
	

	 	(b)
	 	 	11.02	 
	
	
	
	

	 	(c)
	 	 	11.02	 
	
	
	
	

	§ 313(a)
	 	 	7.06	 
	
	
	
	

	 	(b)(2)
	 	 	7.07	 
	
	
	
	

	 	(c)
	 	 	7.05; 7.06; 11.02	 
	
	
	
	

	 	(d)
	 	 	7.06	 
	
	
	
	

	§ 315(a)
	 	 	7.02	 
	
	
	
	

	 	(b)
	 	 	7.02	 
	
	
	
	

	 	(c)
	 	 	7.02	 
	
	
	
	

	 	(d)
	 	 	7.02	 
	
	
	
	

	§ 316(a)
	 	 	6.06	 




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



 











TABLE OF CONTENTS

	 	 	 	 	 
	 	 	Page
	 	 	

	ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	
1	 
	
	
	
	

	SECTION 1.01. Definitions	 	 	
1	 
	
	
	
	

	SECTION 1.02. Incorporation by Reference of Trust Indenture Act	 	 	
24	 
	
	
	
	

	SECTION 1.03. Rules of Construction	 	 	
25	 
	
	
	
	

	ARTICLE TWO THE NOTES	 	 	
25	 
	
	
	
	

	SECTION 2.01. Form and Dating	 	 	
25	 
	
	
	
	

	SECTION 2.02. Restrictive Legends	 	 	
26	 
	
	
	
	

	SECTION 2.03. Execution, Authentication and Denominations	 	 	
28	 
	
	
	
	

	SECTION 2.04. Registrar and Paying Agent	 	 	
29	 
	
	
	
	

	SECTION 2.05. Paying Agent to Hold Money in Trust	 	 	
29	 
	
	
	
	

	SECTION 2.06. Transfer and Exchange	 	 	
30	 
	
	
	
	

	SECTION 2.07. Book-Entry Provisions for Global Notes	 	 	
31	 
	
	
	
	

	SECTION 2.08. Special Transfer Provisions	 	 	
32	 
	
	
	
	

	SECTION 2.09. Replacement Notes	 	 	
35	 
	
	
	
	

	SECTION 2.10. Outstanding Notes	 	 	
35	 
	
	
	
	

	SECTION 2.11. Temporary Notes	 	 	
36	 
	
	
	
	

	SECTION 2.12. Cancellation	 	 	
36	 
	
	
	
	

	SECTION 2.13. CUSIP Numbers	 	 	
36	 
	
	
	
	

	SECTION 2.14. Defaulted Interest	 	 	
36	 
	
	
	
	

	SECTION 2.15. Issuance of Additional Notes	 	 	
37	 




Note: The Table of Contents shall not for any purposes be deemed to be a part of
this Indenture.


i







	 	 	 	 	 
	ARTICLE THREE REDEMPTION	 	 	
37	 
	
	
	
	

	SECTION 3.01. Right of Redemption	 	 	
37	 
	
	
	
	

	SECTION 3.02. Notices to Trustee	 	 	
37	 
	
	
	
	

	SECTION 3.03. Selection of Notes to Be Redeemed	 	 	
38	 
	
	
	
	

	SECTION 3.04. Notice of Redemption	 	 	
38	 
	
	
	
	

	SECTION 3.05. Effect of Notice of Redemption	 	 	
39	 
	
	
	
	

	SECTION 3.06. Deposit of Redemption Price	 	 	
39	 
	
	
	
	

	SECTION 3.07. Payment of Notes Called for Redemption	 	 	
39	 
	
	
	
	

	SECTION 3.08. Notes Redeemed in Part	 	 	
39	 
	
	
	
	

	ARTICLE FOUR COVENANTS	 	 	
40	 
	
	
	
	

	SECTION 4.01. Payment of Notes	 	 	
40	 
	
	
	
	

	SECTION 4.02. Maintenance of Office or Agency	 	 	
40	 
	
	
	
	

	SECTION 4.03. Limitation on Indebtedness	 	 	
40	 
	
	
	
	

	SECTION 4.04. Limitation on Senior Subordinated Indebtedness	 	 	
42	 
	
	
	
	

	SECTION 4.05. Limitation on Restricted Payments	 	 	
43	 
	
	
	
	

	SECTION 4.06. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries	 	 	
46	 
	
	
	
	

	SECTION 4.07. Limitation on the Issuance and Sale of Capital Stock of Restricted
Subsidiaries	 	 	
48	 
	
	
	
	

	SECTION 4.08. Limitation on Transactions with Affiliates	 	 	
48	 
	
	
	
	

	SECTION 4.09. Limitation on Liens	 	 	
50	 
	
	
	
	

	SECTION 4.10. Limitation on Asset Sales	 	 	
50	 
	
	
	
	

	SECTION 4.11. Repurchase of Notes upon a Change of Control	 	 	
51	 
	
	
	
	

	SECTION 4.12. Existence	 	 	
52	 
	
	
	
	

	SECTION 4.13. Payment of Taxes and Other Claims	 	 	
52	 
	
	
	
	

	SECTION 4.14. Maintenance of Properties and Insurance	 	 	
52	 




ii







	 	 	 	 	 
	SECTION 4.15. Notice of Defaults	 	 	
53	 
	
	
	
	

	SECTION 4.16. Compliance Certificates	 	 	
53	 
	
	
	
	

	SECTION 4.17. Commission Reports and Reports to Holders	 	 	
53	 
	
	
	
	

	SECTION 4.18. Waiver of Stay, Extension or Usury Laws	 	 	
54	 
	
	
	
	

	SECTION 4.19. Limitation on Issuances of Guarantees by Restricted Subsidiaries	 	 	
54	 
	
	
	
	

	SECTION 4.20. Fall Away Event	 	 	
55	 
	
	
	
	

	ARTICLE FIVE SUCCESSOR CORPORATION	 	 	
55	 
	
	
	
	

	SECTION 5.01. When Company or Guarantors May Merge, Etc	 	 	
55	 
	
	
	
	

	SECTION 5.02. Successor Substituted	 	 	
56	 
	
	
	
	

	ARTICLE SIX DEFAULT AND REMEDIES	 	 	
56	 
	
	
	
	

	SECTION 6.01. Events of Default	 	 	
56	 
	
	
	
	

	SECTION 6.02. Acceleration	 	 	
58	 
	
	
	
	

	SECTION 6.03. Other Remedies	 	 	
58	 
	
	
	
	

	SECTION 6.04. Waiver of Past Defaults	 	 	
59	 
	
	
	
	

	SECTION 6.05. Control by Majority	 	 	
59	 
	
	
	
	

	SECTION 6.06. Limitation on Suits	 	 	
59	 
	
	
	
	

	SECTION 6.07. Rights of Holders to Receive Payment	 	 	
60	 
	
	
	
	

	SECTION 6.08. Collection Suit by Trustee	 	 	
60	 
	
	
	
	

	SECTION 6.09. Trustee May File Proofs of Claim	 	 	
60	 
	
	
	
	

	SECTION 6.10. Priorities	 	 	
60	 
	
	
	
	

	SECTION 6.11. Undertaking for Costs	 	 	
61	 
	
	
	
	

	SECTION 6.12. Restoration of Rights and Remedies	 	 	
61	 
	
	
	
	

	SECTION 6.13. Rights and Remedies Cumulative	 	 	
61	 
	
	
	
	

	SECTION 6.14. Delay or Omission Not Waiver	 	 	
61	 
	
	
	
	

	ARTICLE SEVEN TRUSTEE	 	 	
61	 




iii







	 	 	 	 	 
	SECTION 7.01. General	 	 	
61	 
	
	
	
	

	SECTION 7.02. Certain Rights of Trustee	 	 	
62	 
	
	
	
	

	SECTION 7.03. Individual Rights of Trustee	 	 	
63	 
	
	
	
	

	SECTION 7.04. Trustee’s Disclaimer	 	 	
63	 
	
	
	
	

	SECTION 7.05. Notice of Default	 	 	
63	 
	
	
	
	

	SECTION 7.06. Reports by Trustee to Holders	 	 	
63	 
	
	
	
	

	SECTION 7.07. Compensation and Indemnity	 	 	
63	 
	
	
	
	

	SECTION 7.08. Replacement of Trustee	 	 	
64	 
	
	
	
	

	SECTION 7.09. Successor Trustee by Merger, Etc	 	 	
65	 
	
	
	
	

	SECTION 7.10. Eligibility	 	 	
65	 
	
	
	
	

	SECTION 7.11. Money Held in Trust	 	 	
65	 
	
	
	
	

	ARTICLE EIGHT DISCHARGE OF INDENTURE	 	 	
66	 
	
	
	
	

	SECTION 8.01. Termination of Company’s Obligations	 	 	
66	 
	
	
	
	

	SECTION 8.02. Defeasance and Discharge of Indenture	 	 	
66	 
	
	
	
	

	SECTION 8.03. Defeasance of Certain Obligations	 	 	
68	 
	
	
	
	

	SECTION 8.04. Application of Trust Money	 	 	
70	 
	
	
	
	

	SECTION 8.05. Repayment to Company	 	 	
70	 
	
	
	
	

	SECTION 8.06. Reinstatement	 	 	
71	 
	
	
	
	

	ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS	 	 	
71	 
	
	
	
	

	SECTION 9.01. Without Consent of Holders	 	 	
71	 
	
	
	
	

	SECTION 9.02. With Consent of Holders	 	 	
71	 
	
	
	
	

	SECTION 9.03. Revocation and Effect of Consent	 	 	
72	 
	
	
	
	

	SECTION 9.04. Notation on or Exchange of Notes	 	 	
73	 
	
	
	
	

	SECTION 9.05. Trustee to Sign Amendments, Etc	 	 	
73	 
	
	
	
	

	SECTION 9.06. Conformity with Trust Indenture Act	 	 	
73	 




iv







	 	 	 	 	 
	ARTICLE TEN SUBORDINATION OF NOTES	 	 	
73	 
	
	
	
	

	SECTION 10.01. Notes Subordinated to Senior Indebtedness	 	 	
73	 
	
	
	
	

	SECTION 10.02. No Payment on Notes in Certain Circumstances	 	 	
74	 
	
	
	
	

	SECTION 10.03. Payment over of Proceeds upon Dissolution, Etc	 	 	
75	 
	
	
	
	

	SECTION 10.04. Subrogation	 	 	
76	 
	
	
	
	

	SECTION 10.05. Obligations of Company Unconditional	 	 	
77	 
	
	
	
	

	SECTION 10.06. Notice to Trustee	 	 	
77	 
	
	
	
	

	SECTION 10.07. Reliance on Judicial Order or Certificate of Liquidating Agent	 	 	
78	 
	
	
	
	

	SECTION 10.08. Trustee’s Relation to Senior Indebtedness	 	 	
78	 
	
	
	
	

	SECTION 10.09. Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior

                             Indebtedness	 	 	
78	 
	
	
	
	

	SECTION 10.10. Holders Authorize Trustee to Effectuate Subordination of Notes	 	 	
79	 
	
	
	
	

	SECTION 10.11. Not to Prevent Events of Default	 	 	
79	 
	
	
	
	

	SECTION 10.12. Trustee’s Compensation Not Prejudiced	 	 	
79	 
	
	
	
	

	SECTION 10.13. No Waiver of Subordination Provisions	 	 	
79	 
	
	
	
	

	SECTION 10.14. Payments May Be Paid Prior to Dissolution	 	 	
79	 
	
	
	
	

	SECTION 10.15. Consent of Holders of Senior Indebtedness	 	 	
80	 
	
	
	
	

	SECTION 10.16. Trust Moneys Not Subordinated	 	 	
80	 
	
	
	
	

	ARTICLE ELEVEN MISCELLANEOUS	 	 	
80	 
	
	
	
	

	SECTION 11.01. Trust Indenture Act of 1939	 	 	
80	 
	
	
	
	

	SECTION 11.02. Notices	 	 	
80	 
	
	
	
	

	SECTION 11.03. Certificate and Conditions Precedent	 	 	
81	 
	
	
	
	

	SECTION 11.04. Statements Required in Certificate or Opinion	 	 	
82	 
	
	
	
	

	SECTION 11.05. Rules by Trustee, Paying Agent or Registrar	 	 	
82	 
	
	
	
	

	SECTION 11.06. Payment Date Other Than a Business Day	 	 	
82	 
	
	
	
	

	SECTION 11.07. Governing Law	 	 	
82	 




v







	 	 	 	 	 
	SECTION 11.08. No Adverse Interpretation of Other Agreements
	 	 	
83	 
	
	
	
	

	SECTION 11.09. No Recourse Against Others
	 	 	
83	 
	
	
	
	

	SECTION 11.10. Successors
	 	 	
83	 
	
	
	
	

	SECTION 11.11. Duplicate Originals
	 	 	
83	 
	
	
	
	

	SECTION 11.12. Separability
	 	 	
83	 
	
	
	
	

	SECTION 11.13. Table of Contents, Headings, Etc
	 	 	
83	 
	
	
	
	

	EXHIBIT A Form of Note
	 	 	
A-1	 
	
	
	
	

	EXHIBIT B Form of Certificate
	 	 	
B-1	 
	
	
	
	

	EXHIBIT C Form of Certificate to Be Delivered in Connection with Transfers
Pursuant to Non-QIB Accredited Investors
	 	 	
C-1	 
	
	
	
	

	EXHIBIT D Form of Certificate to Be Delivered in Connection with
Transfers Pursuant to Regulation S
	 	 	
D-1	 




vi








          INDENTURE, dated as of August 16, 2001 between INGRAM MICRO INC., a
Delaware corporation (the “Company”), and BANK ONE TRUST COMPANY, N.A., a
Delaware banking corporation, trustee (the “Trustee”).



RECITALS


          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $200,000,000 aggregate
principal amount of the Company’s 9.875% Senior Subordinated Notes due 2008
(the “Notes”) issuable 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, and the Company has done all things necessary to make
the Notes, when executed by the Company and authenticated and delivered by the
Trustee hereunder and duly issued by the Company, valid obligations of the
Company as hereinafter provided.



          This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act of 1939, as amended, that are required to be a part of
and to govern indentures qualified under the Trust Indenture Act of 1939, as
amended.



AND THIS INDENTURE FURTHER WITNESSETH


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



ARTICLE ONE


DEFINITIONS AND INCORPORATION BY REFERENCE


          SECTION 1.01. Definitions.



          “Accounts Receivable” means, as of any date, the accounts receivable of
the Company and its Restricted Subsidiaries, including any retained interest in
securitized and/or other similarly financed accounts receivable programs, and
an amount equal to the aggregate amounts outstanding under such programs that
may be reflected as off-balance sheet, all with respect to the Company’s
consolidated financial statements and related Notes most recently filed with
the Commission pursuant to Section 4.17 herein, giving pro forma effect to any
Asset Acquisition or Asset Sale since the date of such balance sheet.



          “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.



          “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;



1










	     	
	 	     (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 to the extent such net income (or
loss) is not included as provided under GAAP;
	 
	 	     (3) the net income of any Restricted Subsidiary, provided that the
net income of any Restricted Subsidiary shall be included to the extent
that such net income is permitted to be paid by or on behalf of such
Restricted Subsidiary by any means to its stockholders or to the Company,
whether by dividend or similar distribution, loan or advance (by such
Restricted Subsidiary or any other Person);
	 
	 	     (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 paragraph (a) of
Section 4.05 herein, 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 cumulative effect of changes in accounting principles, all
extraordinary gains and solely for purposes of calculating the Interest
Coverage Ratio, extraordinary losses; and
	 
	 	     (7) all non-cash charges related to employee related stock-based
plans;



provided that in the event that any quarter includes a restructuring charge or
any other unusual and non-recurring charge for which a portion of the cash
payment shall be made in subsequent quarters, 25% of that charge shall be
recognized in such quarter and each of the three subsequent quarters.


          “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 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 Subsidiaries, prepared in conformity with GAAP and
filed with the Commission 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



          
2










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, Co-Registrar, Paying Agent or authenticating
agent.



          “Agent Members” has the meaning provided in Section 2.07(a).



          “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 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 Company or any of its
Restricted Subsidiaries outside the ordinary course of business of the
Company or such Restricted Subsidiary and,



3











in each case, that is not governed by the provisions of this 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, available
for sale securities and other current assets (including, without
limitation, any dispositions in connection with a Qualified
Securitization Transaction),
	 
	 	     (b) sales, transfers or other dispositions of assets constituting a
Permitted Investment or Restricted Payment permitted to be made under
Section 4.05 herein,
	 
	 	     (c) sales, transfers or other dispositions of assets with a fair
market value not in excess of $20 million in any transaction or series of
related transactions,
	 
	 	     (d) any Lien (or foreclosure thereon) securing Indebtedness to the
extent that such Lien is granted in compliance with Section 4.09 herein,
	 
	 	     (e) any sale, transfer or other disposition of any accounts
receivable or inventory (whether now existing or arising or acquired in
the future) of the Company or any of its Restricted Subsidiaries in
connection with a Qualified Securitization Transaction, and any assets
related thereto, including, without limitation, all collateral securing
such accounts receivable or inventory, all contracts and contract rights
and all guarantees or other obligations in respect of such accounts
receivable or inventory, proceeds of such accounts receivable or
inventory and other assets (including contractual rights) which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable or inventory, or
	 
	 	     (f) 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 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.



          “Board of Directors” means the Board of Directors of the Company or any
duly authorized committee of such Board of Directors.



          “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 and to be in full force and effect on the date of such
certification, and delivered to the Trustee.



          “Business Day” means any day except a Saturday, Sunday or other day on
which commercial banks in The City of New York or in the city of the Corporate
Trust Office of the Trustee are authorized or obligated by law to close.



          
4










          “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 “person” or “group” (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act), excluding any of the Existing
Stockholders, becomes the ultimate “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act) of more than 50% of the total voting power
of the Voting Stock of the Company on a fully diluted basis and such
ownership represents 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 on such date; 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.



          “Closing Date” means the date on which the Notes are originally issued
under this Indenture.



          “Commission” means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the TIA, then the body performing such duties
at such time.



          “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, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of 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.



          
5










          “Company” means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to Article Five of this
Indenture and thereafter means the successor.



          “Company Order” means a written request or order signed in the name of the
Company (1) by its Chairman, a Vice Chairman, its President or a Vice President
and (2) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary and delivered to the Trustee; provided, however, that such written
request or order may be signed by any two of the officers or directors listed
in clause (1) above in lieu of being signed by one of such officers or
directors listed in such clause (1) and one of the officers listed in clause
(2) above.



          “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) all other non-cash items reducing Adjusted Consolidated Net
Income (other than to the extent such items 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
and without duplication:


	     	
	 	     (1) amortization of original issue discount on any Indebtedness and
the interest portion of any deferred payment obligation, calculated in
accordance with the effective interest method of accounting;
	 
	 	     (2) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers’ acceptance financing;
	 
	 	     (3) the net costs associated with Interest Rate Agreements;



6










	     	
	 	     (4) Indebtedness that is Guaranteed or secured by the Company or any
of its Restricted Subsidiaries;
	 
	 	     (5) 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;
	 
	 	     (6) interest, and fees or expenses in lieu of interest, associated
with any accounts receivable securitization, factoring or similar
programs by the Company or any of its Restricted Subsidiaries related to
the sale, conveyance or other transfer of accounts receivable; and
	 
	 	     (7) dividend payments made by the Company or any Restricted
Subsidiary on or with respect to Disqualified Stock or made by any
Restricted Subsidiary on or with respect to its Preferred Stock;



excluding, however,

	     	
	 	     (x) 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
	 
	 	     (y) 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.



          “Corporate Trust Office” means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 201 N. Central Avenue, Phoenix, Arizona; Attention: Corporate Trust
Department, except that for purposes of Section 4.02, the Corporate Trust
Office shall mean the office of the Trustee located at 14 Wall Street, 8th
Floor, New York, New York.



          “Currency Agreement” means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.



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



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



          “Designated Senior Indebtedness” means Indebtedness constituting Senior
Indebtedness that, at the date of determination, has an aggregate principal
amount outstanding of at least $150 million and that is specifically designated
by the Company, in the instrument creating or evidencing such Senior
Indebtedness as “Designated Senior Indebtedness.”



          
7










          “Disqualified Stock” means any class or series of Capital Stock of any
Person that is:


	     	
	 	     (1) specifically designated, in the instrument creating or
evidencing such Capital Stock, as “Disqualified Stock” under this
Indenture,
	 
	 	     (2) required to be redeemed prior to the Stated Maturity of the
Notes,
	 
	 	     (3) redeemable at the option of the holder of such class or series
of Capital Stock at any time prior to the Stated Maturity of the Notes or
	 
	 	     (4) convertible into or exchangeable for Capital Stock referred to
in clause (1) or (2) above or Indebtedness having a Stated Maturity prior
to 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 (other than provisions relating to the
Redemption Price to be paid upon the occurrence of such event) applicable to
such Capital Stock are no more favorable to the holders of such Capital Stock
than the provisions contained in Sections 4.10 and 4.11 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 4.11.


          A “Downgrading Event” occurs at any time that the Notes cease to have
Investment Grade Status.



          “Event of Default” has the meaning provided in Section 6.01.



          “Excess Proceeds” has the meaning provided in Section 4.10.



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



          “Exchange Notes” means any securities of the Company containing terms
identical to the Notes (except that such Exchange Notes shall not bear legends
restricting transfer and shall not be subject to the increase in annual
interest rate described in the Registration Rights Agreement) that are issued
and exchanged for the Notes pursuant to the Registration Rights Agreement and
this Indenture.



          “Existing Stockholders” means Martha R. Ingram, Orrin H. Ingram II, John
R. Ingram, David B. Ingram and Robin Ingram Patton, or any progeny of such
persons, any trusts,
foundations or similar entities principally for the benefit of or
controlled by one or more of such persons (or the applicable pro rata portion
of such trust if any other beneficiaries of such trusts exist).



          
8










          “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, as determined in
compliance with the policies of the Company (A) in good faith by the Board of
Directors, whose determination shall be conclusive if evidenced by a Board
Resolution or (B) by an officer of the Company.



          “Floor Plan Obligation” means with respect to any Person, an obligation
owed by such Person arising out of arrangements whereby a third party makes
payments for the account of such Person directly or indirectly to a trade
creditor of such Person in respect of Trade Payables of such Person.



          “Floor Plan Obligation Support” means any obligation, contingent or
otherwise, of any Person (the “Obligor”) in favor of another Person in respect
of Floor Plan Obligations held by such other Person that arise in connection
with sales of goods or services by the Obligor or its Affiliates.



          “Four Quarter Period” has the meaning provided in the definition of
Interest Coverage Ratio.



          “GAAP” means generally accepted accounting principles in the United States
of America as in effect from time to time, 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
this 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 this
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 provided, the amortization of any amounts required or permitted by
Accounting Principles Board Opinion Nos. 16 and 17 or any successor provisions.



          “Global Notes” has the meaning provided in Section 2.01.



          “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



9










	     	
	 	     (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 or any arrangements
entered into solely for the purpose of satisfying local regulations with
respect to capitalization. The term “Guarantee” used as a verb has a
corresponding meaning.


          “Guaranteed Indebtedness” has the meaning provided in Section 4.19.



          “Holder” or “Noteholder” means the registered holder of any Note.



          “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 nor the payment of interest in the form of additional Indebtedness
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 bills of
exchange or 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 course of
business of such Person to the extent such bills of exchange or 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 (other than earn-outs) 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;
	 
	 	     (5) all Capitalized Lease Obligations;



10










	     	
	 	     (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;
	 
	 	     (8) obligations under Commodity Agreements, Currency Agreements and
Interest Rate Agreements (other than Commodity Agreements, Currency
Agreements and Interest Rate Agreements designed principally to protect
the Company or its Restricted Subsidiaries against fluctuations in
commodity prices, foreign currency exchange rates or interest rates and
that do not increase the Indebtedness of the obligor outstanding at any
time other than as a result of fluctuations in commodity prices, foreign
currency exchange rates or interest rates or by reason of fees,
indemnities and compensation payable thereunder); and
	 
	 	     (9) the Disqualified Stock of such Person and the Preferred Stock of
any Restricted Subsidiary (other than any Disqualified Stock or Preferred
Stock of any Restricted Subsidiary that is not reflected as a minority
interest or outstanding indebtedness in the consolidated financial
statements of the Company prepared in accordance with GAAP),



including, in each case, any such obligation incurred pursuant to a Qualified
Securitization Transaction. 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 that

	     	
	 	     (8) 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,
	 
	 	     (9) 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
	 
	 	     (10) Indebtedness shall not include:


	          	
	 	     (v) amount of any back-to-back loan to a Restricted Subsidiary
that is effectively secured by cash of the Company or a Restricted
Subsidiary thereof;
	 
	 	     (w) any Trade Payables;
	 
	 	     (x) any liability for federal, state, local or other taxes,



11










	          	
	 	     (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 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 originally executed or as it may be
amended or supplemented from time to time by one or more indentures
supplemental to this Indenture entered into pursuant to the applicable
provisions of this Indenture.



          “Institutional Accredited Investor” means an institution that is an
“accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.



          “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 Commission 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;



12










	     	
	 	     (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 any pro forma cost savings or
increases in the event of an Asset Acquisition; provided that such pro
forma cost savings or increases in the event of an Asset Acquisition are
permitted or required to be reflected in pro forma financial statements
under Rule 11-02 of Regulation S-X promulgated by the Commission (or any
successor provision); 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 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 Payment Date” means each semiannual interest payment date on
February 15 and August 15 of each year, commencing February 15, 2002.



          “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 direct or indirect 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, endorsements for
collection or deposit arising in the ordinary course of business and any Floor
Plan Obligation Support) 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 clause (3) or
(4) of Section 4.07 herein. For purposes of the definition of
“Unrestricted Subsidiary” and Section 4.05 herein,



          
13







	     	
	 	     (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, provided the Net Cash Proceeds are applied in
accordance with clause (A) or (B) of Section 4.10 herein.



          “Investment Grade Status” exists at any time that (1) the rating assigned
to the Notes by Moody’s is at least Baa3 (or the equivalent) or higher and (2)
the rating assigned to the Notes by S&P is at least BBB– (or the equivalent) or
higher.



          “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 Investors Service, Inc. and its successors.



          “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, as
determined in conformity with GAAP;
	 
	 	     (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 which are to be used to redeem the Notes, the proceeds of
such issuance or sale in the form of



14








	     	
	 	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;



provided that, if both clauses (a) and (b) are applicable to a particular
transaction, the Company may determine which clause to apply to such
transaction.


          “Non-U.S. Person” means a person who is not a “U.S. person” (as defined in
Regulation S).



          “Note Guarantee” means any Guarantee of the obligations of the Company
under this Indenture and the Notes by any Subsidiary Guarantor.



          “Notes” means any of the securities, as defined in the first paragraph of
the recitals hereof, that are authenticated and delivered under this Indenture.
For all purposes of this Indenture, the term “Notes” shall include the Notes
initially issued on the Closing Date, any Exchange Notes to be issued and
exchanged for any Notes pursuant to the Registration Rights Agreement and this
Indenture and any other Notes issued after the Closing Date under this
Indenture. For purposes of this Indenture, all Notes shall vote together as
one series of Notes under this Indenture.



          “Obligation” means all obligations for principal, premium, 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



15








	     	
	 	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 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.


          “Officer” means, with respect to the Company, (1) the Chairman of the
Board, any Vice Chairman of the Board, the Chief Executive Officer, the
President, any Vice President or the Chief Financial Officer, and (2) the
Treasurer or any Assistant Treasurer, or the Secretary or any Assistant
Secretary.



          “Officers’ Certificate” means a certificate signed by one Officer listed
in clause (1) of the definition thereof and one Officer listed in clause (2) of
the definition thereof or two officers listed in clause (1) of the definition
thereof. Each Officers’ Certificate (other than



          
16










certificates provided pursuant to TIA Section
314(a)(4)) shall include the statements provided for in TIA Section 314(e).


          “Offshore Global Note” has the meaning provided in Section 2.01.



          “Offshore Physical Notes” has the meaning provided in Section 2.01.



          “Opinion of Counsel” means a written opinion signed by legal counsel, who
may be an employee of or counsel to the Company, that meets the requirements of
Section 11.04. Each such Opinion of Counsel shall include the statements
provided for in TIA Section 314(e).



          “Paying Agent” has the meaning provided in Section 2.04, except that, for
the purposes of Article Eight, the Paying Agent shall not be the Company or a
Subsidiary of the Company or an Affiliate of any of them. The term “Paying
Agent” includes its successors and assigns and any additional Paying Agent.



          “Payment Blockage Period” has the meaning provided in Section 10.02(b).



          “Payment Date” has the meaning provided in the definition of Offer to
Purchase.



          “Permitted Investment” means:


	     	
	 	     (1) an Investment in the Company or a Restricted Subsidiary or a
Person which shall, 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;
	 
	 	     (4) stock, obligations or securities received in satisfaction of
judgments or in connection with settlement of disputes or bankruptcy or
similar proceeding;
	 
	 	     (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;
	 
	 	     (7) loans and advances to employees and officers of the Company and
its Restricted Subsidiaries in accordance with its compensation or
employment policies;



17










	     	
	 	     (8) an Investment by the Company or any Restricted Subsidiary in a
Securitization Entity or an Investment by a Securitization Entity in any
other Person in connection with a Qualified Securitization Transaction,
including any fees and expenses incurred by such Securitization Entity in
connection therewith; provided that any Investment in a Securitization
Entity, other than such fees and expenses, is evidenced by a promissory
note of such Securitization Entity that by its terms shall be repaid with
all available cash other than amounts required to be established as
reserves or amounts paid to investors; and
	 
	 	     (9) Investments consisting of Guarantees of loans or other credit
support to third parties in an amount at any one time outstanding not to
exceed 2.5% of stockholders’ equity as reflected on the most recent
balance sheet filed under Section 4.17 herein.



          “Person” means an individual, partnership, corporation, limited liability
company, unincorporated organization, trust or joint venture, or a governmental
agency or political subdivision thereof.



          “Physical Notes” has the meaning provided in Section 2.01.



          “Preferred Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person’s preferred or preference equity, whether
outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.



          “principal” of a debt security, including the Notes, means the principal
amount due on the Stated Maturity as shown on such debt security.



          “Private Placement Legend” means the legend initially set forth on the
Notes in the form set forth in the first paragraph of Section 2.02.



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



          “Qualified Securitization Transaction” means any transaction or series of
transactions that may be entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer:


	     	
	 	     (1) directly to a Person not controlled by the Company, or
indirectly through a Securitization Entity; or
	 
	 	     (2) to any other Person (in the case of a transfer by a
Securitization Entity), or may grant a security interest in, any accounts
receivable or inventory (whether now existing or arising or acquired 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 or inventory, all contracts and
contract rights and all guarantees or other obligations in respect of
such accounts receivable or inventory,



18








	     	
	 	proceeds of such accounts receivable and other assets (including
contractual rights) which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable or inventory.



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



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



          “Reference Period” has the meaning provided in the definition of Interest
Coverage Ratio.



          “Registrar” has the meaning provided in Section 2.04.



          “Registration Rights Agreement” means the registration rights agreement
among the Company, Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Mizuho International plc and Scotia Capital (USA)
Inc. dated August 16, 2001.



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



          “Regular Record Date” for the interest payable on any Interest Payment
Date means the February 1 or August 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.



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



          “Replacement Assets” means, on any date, property or assets of a nature or
type or that are used in a business (or an Investment in a Person having
property or current 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 of the Trustee in its Corporate Trust Office with direct responsibility
for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.



          “Restricted Payments” has the meaning provided in Section 4.05.



          “Restricted Subsidiary” means any Subsidiary of the Company other than an
Unrestricted Subsidiary.



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



          
19










          “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, and its successors.



          “Secured Indebtedness” has the meaning provided in Section 4.09.



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



          “Securitization Entity” means Ingram Funding Inc. and any other Person in
which the Company or any Restricted Subsidiary makes an Investment and to which
the Company or any Restricted Subsidiary transfers accounts receivable or
inventory, which engages in no activities other than in connection with the
financing of accounts receivable or inventory and which is designated by the
Board of Directors of the Company as a Securitization Entity, provided that:


	     	
	 	     (1) no portion of the Indebtedness or any other Obligation
(contingent or otherwise) of such Securitization Entity:


	          	
	 	     (a) is Guaranteed by the Company or any Restricted Subsidiary,
other than pursuant to Standard Securitization Undertakings; or
	 
	 	     (b) is recourse to or obligates the Company or any Restricted
Subsidiary in any way other than pursuant to Standard
Securitization Undertakings; or subjects any property or asset of
the Company or any Restricted Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings; and


	     	
	 	     (2) neither the Company nor any Restricted Subsidiary has any obligation
to maintain or preserve such Securitization Entity’s financial condition or
cause such Securitization Entity to achieve certain levels of operating
results, other than obligations with respect to capitalization of such
securitization entity pursuant to rating agency requirements.



          “Security Register” has the meaning provided in Section 2.04.



          “Senior Indebtedness” means the following obligations of the Company,
whether outstanding on the Closing Date or thereafter Incurred, without
duplication, all Indebtedness and all other monetary obligations of the Company
(other than the Notes), including principal and interest on such Indebtedness,
unless such Indebtedness, by its terms or by the terms of any agreement or
instrument pursuant to which such Indebtedness is issued, is pari passu with,
or subordinated in right of payment to, the Notes; provided that the term
“Senior Indebtedness” shall not include:


	     	
	 	     (a) any Indebtedness of the Company that, when Incurred, was without
recourse to the Company,
	 
	 	     (b) any Indebtedness of the Company to a Subsidiary of the Company,
or to a joint venture in which the Company or any Restricted Subsidiary
has an interest,



20










	     	
	 	     (c) any Indebtedness of the Company, to the extent not permitted by
Sections 4.03 or 4.04,
	 
	 	     (d) any repurchase, redemption or other obligation in respect of
Disqualified Stock,
	 
	 	     (e) any Indebtedness to any employee of the Company or any of its
Subsidiaries,
	 
	 	     (f) any liability for taxes owed or owing by the Company or
	 
	 	     (g) any Trade Payables.



          “Senior Subordinated Obligations” means any principal of, premium, if any,
or interest on the Notes payable pursuant to the terms of the Notes or upon
acceleration, including any amounts received upon the exercise of rights of
rescission or other rights of action (including claims for damages) or
otherwise, to the extent relating to the purchase price of the Notes or amounts
corresponding to such principal, premium, if any, or interest on the Notes.



          “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.



          “Standard Securitization Undertakings” means representations, warranties,
covenants and indemnities entered into by the Company or any Subsidiary of the
Company that are reasonably customary in an accounts receivable or inventory
financing transaction, but excluding any representations, warranties, covenants
and indemnities relating to the realization of value of any accounts receivable
or inventory for which the Company or any of its Restricted Subsidiaries could
be liable.



          “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



          
21










Stock is owned, directly or indirectly, by such Person and one or more
other Subsidiaries of such Person.


          “Subsidiary Guarantor” means any Restricted Subsidiary which provides a
Note Guarantee of the Company’s obligations under this Indenture and the Notes
pursuant to Section 4.19 herein.



          “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;
	 
	 	     (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 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 any
money market fund sponsored by a registered broker dealer or mutual fund
distributor;
	 
	 	     (3) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (1) above entered
into with a bank 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 at least
“A” by S&P or Moody’s;
	 
	 	     (6) any mutual fund that has at least 95% of its assets
continuously invested in
investments of the types described in clauses (1) through (5) above; and
	 
	 	     (7) any U.S. Government Obligations deposited with the Trustee in
accordance with the provisions contained in Article Eight.



22











          “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15
U.S. Code §§ 77aaa-77bbbb), as in effect on the date this Indenture was
executed, except as provided in Section 9.06.



          “Trade Payables” means, with respect to any Person, (1) 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; or (2) such Person’s Floor Plan Obligations.



          “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 the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
Article Seven of this Indenture and thereafter means such successor.



          “United States Bankruptcy Code” means the Bankruptcy Reform Act of 1978,
as amended and as codified in Title 11 of the United States Code, as amended
from time to time hereafter, or any successor federal bankruptcy law.



          “Unrestricted Subsidiary” means (1) any Subsidiary of the Company that at
the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in the manner provided below; and (2) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any 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:


	     	
	 	     (A) 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;
	 
	 	     (B) either (I) the Subsidiary to be so designated has total assets
of $1,000 or less or (II) if such Subsidiary has assets greater than
$1,000, such designation would be permitted under Section 4.05 herein;
and
	 
	 	     (C) if applicable, the Incurrence of Indebtedness and the Investment
referred to in clause (A) of this proviso would be permitted under
Sections 4.03 and 4.05.



The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that (a) no Default or Event of Default shall
have occurred and be continuing at the time of or after giving effect to such
designation and (b) 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 been Incurred)
for all purposes of this 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


23









such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing provisions.


          “U.S. Global Notes” has the meaning provided in Section 2.01.



          “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. Physical Notes” has the meaning provided in Section 2.01.



          “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, or if such Capital Stock does not exist with respect to such Person,
Capital Stock of any class or kind actually 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 all of the outstanding Capital Stock of such Subsidiary (other
than any director’s qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.



          SECTION 1.02. 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 or a Noteholder;



          “indenture to be qualified” means this Indenture;



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



          
24










          “obligor” on the indenture securities means the Company or any
other obligor on the Notes.



          All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.



          SECTION 1.03. Rules of Construction. Unless the context otherwise requires:


	     	
	 	     (i) a term has the meaning assigned to it;
	 
	 	     (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	     (iii) “or” is not exclusive;
	 
	 	     (iv) words in the singular include the plural, and words in the
plural include the singular;
	 
	 	     (v) provisions apply to successive events and transactions;
	 
	 	     (vi) “herein,” “hereof” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or
other subdivision;
	 
	 	     (vii) all ratios and computations based on GAAP contained in this
Indenture shall be computed in accordance with the definition of GAAP set
forth in Section 1.01; and
	 
	 	     (viii) all references to Sections or Articles refer to Sections or
Articles of this Indenture unless otherwise indicated.



ARTICLE TWO

THE NOTES


          SECTION 2.01. Form and Dating. The Notes and the Trustee’s certificate of
authentication shall be substantially in the form annexed hereto as Exhibit A
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange agreements to which the
Company is subject or usage. The Company shall approve the form of the Notes
and any notation, legend or endorsement on the Notes. Each Note shall be dated
the date of its authentication.



          The terms and provisions contained in the form of the Notes annexed hereto
as Exhibit A shall constitute, and are hereby expressly made, a part of this
Indenture. To the extent applicable, 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.



          
25










          Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the “U.S. Global Notes”),
registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, in accordance with the instructions given by the
Holder thereof, as hereinafter provided.



          Notes offered and sold in offshore transactions in reliance on Regulation
S shall be issued initially in the form of one or more permanent global Notes
in registered form substantially in the form set forth in Exhibit A (the
“Offshore Global Notes”), registered in the name of the nominee of the
Depositary, deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Offshore Global Notes may from
time to time be increased or decreased by adjustments made on the records of
the Trustee, as custodian for the Depositary or its nominee as hereinafter
provided.



          Notes transferred to Institutional Accredited Investors pursuant to
Section 2.08(a) of this Indenture, or Notes issued pursuant to Section 2.07 in
exchange for interests in the U.S. Global Notes, shall be issued in the form of
permanent certificated Notes in registered form in substantially the form set
forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to
Section 2.07 in exchange for interests in the Offshore Global Notes shall be in
the form of permanent certificated Notes in registered form substantially in
the form set forth in Exhibit A (the “Offshore Physical Notes”).



          The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the “Physical Notes.” The U.S. Global Notes
and the Offshore Global Notes are sometimes collectively referred to herein as
the “Global Notes.”



          The definitive Notes shall be typed, printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.



          SECTION 2.02. Restrictive Legends. Unless and until a Note is exchanged
for an Exchange Note or sold in connection with an effective Registration
Statement pursuant to the Registration Rights Agreement, (i) the U.S. Global
Notes and U.S. Physical Notes shall bear the legend set forth below on the face
thereof and (ii) the Offshore Physical Notes and Offshore Global Notes shall
bear the legend set forth below on the face thereof until at least the 41st day
after the Closing Date and receipt by the Company and the Trustee of a certificate
substantially in the form of Exhibit B hereto.




	       	 	  	THIS NOTE HAS NOT BEEN REGISTERED UNDER THE 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



26










	       	 	  	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 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”) OR (C) 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, (2) AGREES THAT IT WILL NOT,
WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES
ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO INGRAM MICRO INC. OR ANY OF
ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) 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
LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO INGRAM MICRO INC.
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) 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
THE NOTES, THE HOLDER MUST 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 INGRAM MICRO 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 PROVISIONS REQUIRING THE TRUSTEE
TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING RESTRICTIONS.



27











          Each Global Note, whether or not an Exchange Note, shall also bear the
following legend on the face thereof:




	       	 	  	UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN THE NAME OF SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
	 
	       	 	  	TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SECTION 2.08 OF THE INDENTURE.



          SECTION 2.03. Execution, Authentication and Denominations. Subject to
Article Four and applicable law, the aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is unlimited. The
Notes shall be executed by two Officers of the Company. The signature of these
Officers on the Notes may be by facsimile or manual signature in the name and
on behalf of the Company.



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



          A Note shall not be valid until the Trustee or authenticating agent
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.



          At any time and from time to time after the execution of this Indenture,
the Trustee or an authenticating agent shall upon receipt of a Company Order
authenticate for original issue Notes in the aggregate principal amount
specified in such Company Order; provided that the Trustee shall be entitled to
receive an Officers’ Certificate and an Opinion of Counsel of the Company in
connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on
which the original issue of Notes is to be authenticated and, in case of an
issuance of Notes pursuant to Section 2.15, shall certify that such issuance is
in compliance with Article Four.



          The Trustee may appoint an authenticating agent to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in



          
28










this Indenture to authentication by the Trustee includes
authentication by such authenticating agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the
Company.


          The Notes shall be issuable only in registered form without coupons and
only in denominations of $1,000 in principal amount and any integral multiple
thereof.



          SECTION 2.04. Registrar and Paying Agent. The Company shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (the “Registrar”), an office or agency where Notes may be
presented for payment (the “Paying Agent”) and an office or agency where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served, which shall be in the Borough of Manhattan, The City
of New York. The Company shall cause the Registrar to keep a register of the
Notes and of their transfer and exchange (the “Security Register”). The
Security Register shall be in written form or any other form capable of being
converted into written form within a reasonable time. The Company may have one
or more co-Registrars and one or more additional Paying Agents.



          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall give
prompt written notice to the Trustee of the name and address of any such Agent
and any change in the address of such Agent. If the Company fails to maintain
a Registrar, Paying Agent and/or agent for service of notices and demands, the
Company shall be deemed to appoint the Trustee to act as, and the Trustee shall
act as, such Registrar, Paying Agent and/or agent for service of notices and
demands. The Company may remove any Agent upon written notice to such Agent
and the Trustee; provided that no such removal shall become effective until (i)
the acceptance of an appointment by a successor Agent to such Agent as
evidenced by an appropriate agency agreement entered into by the Company and
such successor Agent and delivered to the Trustee or (ii) notification to the
Trustee that the Trustee shall serve as such Agent until the appointment of a
successor Agent in accordance with clause (i) of this proviso. The Company,
any Subsidiary of the Company, or any Affiliate of any of them may act as
Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and
demands.



          The Company hereby initially appoints the Trustee as Registrar, Paying
Agent, authenticating agent and agent for service of notice and demands. 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 Holders and
shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee as of each Regular Record Date and at
such other times as the Trustee may reasonably request the names and addresses
of Holders as they appear in the Security Register, including the aggregate
principal amount of Notes held by each Holder.



          SECTION 2.05. Paying Agent to Hold Money in Trust. Not later than 11:00
a.m. (New York City time) on each due date of the principal, premium, if any,
and interest on any Notes, the Company shall deposit with the Paying Agent
money in immediately available funds sufficient to pay such principal, premium,
if any, and interest so becoming due. The Company shall require each Paying
Agent other than the Trustee to agree in writing that such



          
29










Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by
the Paying Agent for the payment of principal of, premium, if any, and interest
on the Notes (whether such money has been paid to it by the Company or any
other obligor on the Notes), and such Paying Agent shall promptly notify the
Trustee of any default by the Company (or any other obligor on the Notes) in
making any such payment. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and account for any funds disbursed,
and the Trustee may at any time during the continuance of any payment default,
upon written request to a Paying Agent, require such Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed. Upon
doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company or any Subsidiary of the Company or
any Affiliate of any of them acts as Paying Agent, it shall, on or before each
due date of any principal of, premium, if any, or interest on the Notes,
segregate and hold in a separate trust fund for the benefit of the Holders a
sum of money sufficient to pay such principal, premium, if any, or interest so
becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and shall promptly notify the
Trustee of its action or failure to act.


          SECTION 2.06. Transfer and Exchange. The Notes are issuable only in
registered form. A Holder may transfer a Note only by written application to
the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture. No such transfer shall be effected
until, and such transferee shall succeed to the rights of a Holder only upon,
final acceptance and registration of the transfer by the Registrar in the
Security Register. Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee and any agent of the Company shall
treat the person in whose name the Note is registered as the owner thereof for
all purposes whether or not the Note shall be overdue, and neither the Company,
the Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent) and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry. When Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations (including an exchange of Notes for Exchange Notes),
the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met (including that such Notes are
duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and Registrar duly executed by the Holder thereof
or by an attorney who is authorized in writing to act on behalf of the Holder);
provided that no exchanges of Notes for Exchange Notes shall occur until a
Registration Statement shall have been declared effective by the Commission and
that any Notes that are exchanged for Exchange Notes shall be cancelled by the
Trustee. To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Notes at the Registrar’s request.
No service charge shall be made for any registration of transfer or exchange or
redemption of the Notes, 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 other similar
governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or
9.04).



          
30










          The Registrar shall not be required (i) to issue, register the transfer of
or exchange any Note during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Notes selected
for redemption under Section 3.03 and ending at the close of business on the
day of such mailing or (ii) to register the transfer of or exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.



          SECTION 2.07. Book-Entry Provisions for Global Notes. The U.S. Global
Notes and Offshore Global Notes initially shall (i) be registered in the name
of the Depositary for such Global Notes or the nominee of such Depositary, (ii)
be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02.


	     	
	 	     (a) Members of, or participants in, the Depositary (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Note
held on their behalf by the Depositary, or the Trustee as its custodian,
or under such Global Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Note.
	 
	 	     (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successors
or their respective nominees. Interests of beneficial owners in Global
Notes may be transferred in accordance with the rules and procedures of
the Depositary and the provisions of Section 2.08. In addition, U.S.
Physical Notes and Offshore Physical Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in the U.S.
Global Notes or the Offshore Global Notes, as the case may be, if (i) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the U.S. Global Notes or the Offshore Global
Notes, as the case may be, and a successor depositary is not appointed by
the Company within 90 days of such notice, (ii) an Event of Default has
occurred and is continuing and the Registrar has received a request from
the Depositary or (iii) in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.08.
	 
	 	     (c) Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in
another Global Note shall, upon transfer, cease to be an interest in such
Global Note and become an interest in such other Global Note and,
accordingly, shall thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such
other Global Note for as long as it remains such an interest.
	 
	 	     (d) In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to paragraph (b)
of this Section 2.07, the Registrar shall reflect on its books and
records the date and a decrease in the principal



31








	     	
	 	amount of such Global
Note in an amount equal to the principal amount of the beneficial
interest in such Global Note to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more U.S.
Physical Notes or Offshore Physical Notes, as the case may be, of like
tenor and amount.
	 
	 	     (e) In connection with the transfer of the U.S. Global Notes or the
Offshore Global Notes, in whole, to beneficial owners pursuant to
paragraph (b) of this Section 2.07, the U.S. Global Notes or Offshore
Global Notes, as the case may be, shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute, and the
Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depositary in exchange for its beneficial interest in
the U.S. Global Notes or Offshore Global Notes, as the case may be, an
equal aggregate principal amount of U.S. Physical Notes or Offshore
Physical Notes, as the case may be, of authorized denominations.
	 
	 	     (f) Any U.S. Physical Note delivered in exchange for an interest in
the U.S. Global Notes pursuant to paragraph (b), (d) or (e) of this
Section 2.07 shall, except as otherwise provided by paragraph (f) of
Section 2.08, bear the legend regarding transfer restrictions applicable
to the U.S. Physical Note set forth in Section 2.02.
	 
	 	     (g) Any Offshore Physical Note delivered in exchange for an interest
in the Offshore Global Notes pursuant to paragraph (b), (d) or (e) of
this Section 2.07 shall, except as otherwise provided by paragraph (f) of
Section 2.08, bear the legend regarding transfer restrictions applicable
to the Offshore Physical Note set forth in Section 2.02.
	 
	 	     (h) The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that
may hold interests through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Notes.



          SECTION 2.08. Special Transfer Provisions. Unless and until a Note is
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:


	     	
	 	     (a) Transfers to Non-QIB Institutional Accredited Investors. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Note to any Institutional Accredited Investor
which is not a QIB (excluding Non-U.S. Persons):


	          	
	 	     (i) The Registrar shall register the transfer of any Note,
whether or not such Note bears the Private Placement Legend, if (x)
the requested transfer is after the time period referred to in Rule
144(k) under the Securities Act or (y) the proposed transferee has
delivered to the Registrar (A) a certificate substantially in the
form of Exhibit C hereto and (B) if the aggregate principal amount
of the Notes being transferred is less than $100,000, an opinion of
counsel acceptable to the Company that such transfer is in
compliance with the Securities Act.
	 
	 	     (ii) If the proposed transferor is an Agent Member holding a
beneficial interest in the U.S. Global Notes, upon receipt by the
Registrar of (x) the



32








	          	
	 	documents, if any, required by paragraph (i)
above and (y) instructions given in accordance with the
Depositary’s and the Registrar’s procedures, the Registrar shall
reflect on its books and records the date and a decrease in the
principal amount of the U.S. Global Notes in an amount equal to the
principal amount of the beneficial interest in the U.S. Global
Notes to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more U.S. Physical
Notes of like tenor and amount.


	     	
	 	     (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note to a QIB
(excluding Non-U.S. Persons):


	          	
	 	     (i) If the Note to be transferred consists of (x) either
Offshore Physical Notes prior to the removal of the Private
Placement Legend or U.S. Physical Notes, the Registrar shall
register the transfer if such transfer is being made by a proposed
transferor who has checked the box provided for on the form of Note
stating, or has otherwise advised the Company and the Registrar in
writing, that the sale has been made in compliance with the
provisions of Rule 144A to a transferee who has signed the
certification provided for on the form of Note stating, or has
otherwise advised the Company and the Registrar in writing, that it
is purchasing the Note for its own account or an account with
respect to which it exercises sole investment discretion and that
it and any such account is a QIB within the meaning of Rule 144A
and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware
that the transferor is relying upon its foregoing representations
in order to claim the exemption from registration provided by Rule
144A or (y) an interest in the U.S. Global Notes, the transfer of
such interest may be effected only through the book entry system
maintained by the Depositary.
	 
	 	     (ii) If the proposed transferee is an Agent Member, and the
Note to be transferred consists of U.S. Physical Notes, upon
receipt by the Registrar of the documents referred to in paragraph
(i) above and instructions given in accordance with the
Depositary’s and the Registrar’s procedures, the Registrar shall
reflect on its books and records the date and an increase in the
principal amount of U.S. Global Notes in an amount equal to the
principal amount of the U.S. Physical Notes to be transferred, and
the Trustee shall cancel the U.S. Physical Notes so transferred.


	     	
	 	     (c) Transfers of Interests in the Offshore Global Notes or Offshore
Physical Notes. The following provisions shall apply with respect to
registration of any proposed transfer of an interest in an Offshore
Global Note or an Offshore Physical Note:


	          	
	 	     (i) prior to the removal of the Private Placement Legend from
the Offshore Global Note or Offshore Physical Note pursuant to
Section 2.02, the



33








	          	
	 	Registrar shall refuse to register such transfer
unless such transfer complies with Section 2.08(b) or Section
2.08(d), as the case may be, and
	 
	 	     (ii) after such removal, the Registrar shall register the
transfer of any such Note without requiring any additional
certification.


	     	
	 	     (d) Transfers to Non-U.S. Persons at Any Time. The following
provisions shall apply with respect to any transfer of a U.S. Physical
Note or a U.S. Global Note to a Non-U.S. Person:


	          	
	 	     (i) The Registrar shall register any proposed transfer to any
Non-U.S. Person if the Note to be transferred is a U.S. Physical
Note or an interest in a U.S. Global Note, upon receipt of a
certificate substantially in the form of Exhibit D hereto from the
proposed transferor.
	 
	 	     (ii) (a) If the proposed transferor is an Agent Member holding
a beneficial interest in the U.S. Global Note, upon receipt by the
Registrar of (x) the documents, if any, required by paragraph (i),
and (y) instructions in accordance with the Depositary’s and the
Registrar’s procedures, the Registrar shall reflect on its books
and records the date and a decrease in the principal amount of the
U.S. Global Notes in an amount equal to the principal amount of the
beneficial interest in the U.S. Global Notes to be transferred, and
(b) if the proposed transferee is an Agent Member, upon receipt by
the Registrar of instructions given in accordance with the
Depositary’s and the Registrar’s procedures, the Registrar shall
reflect on its books and records the date and an increase in the
principal amount of the Offshore Global Notes in an amount equal to
the principal amount of the U.S. Physical Notes or the U.S. Global
Notes, as the case may be, to be transferred, and the Trustee shall
cancel the Physical Note, if any, so transferred or decrease the
amount of the U.S. Global Notes.


	     	
	 	     (e) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement
Legend, the Registrar shall
deliver Notes that do not bear the Private Placement Legend. Upon
the registration of transfer, exchange or replacement of Notes bearing
the Private Placement Legend, the Registrar shall deliver only Notes that
bear the Private Placement Legend unless (i) the Private Placement Legend
is no longer required by Section 2.02, (ii) the circumstances
contemplated by paragraph (a)(i)(x) of this Section 2.08 exist or (iii)
there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither
such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.
	 
	 	     (f) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in
the Private Placement Legend and agrees that it shall transfer such Note
only as provided in this Indenture. The Registrar shall not register a
transfer of any Note unless such transfer complies with the restrictions
on transfer of such Note set forth in this Indenture. In connection with
any transfer of Notes,



34








	     	
	 	each Holder agrees by its acceptance of the Notes
to furnish the Registrar or the Company such certifications, legal
opinions or other information as either of them may reasonably require to
confirm that such transfer is being made pursuant to an exemption from,
or a transaction not subject to, the registration requirements of the
Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with
respect to) the sufficiency of any such certifications, legal opinions or
other information.



          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.07 or this Section 2.08.
The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.



          SECTION 2.09. Replacement Notes. If a mutilated Note is surrendered to
the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of written notice to the Company or the
Trustee that such Note has been acquired by a protected purchaser, the Company
shall issue and the Trustee shall authenticate a replacement Note of like tenor
and principal amount and bearing a number not contemporaneously outstanding;
provided that the requirements of this Section 2.09 are met. Except with
respect to mutilated Notes, if required by the Trustee or the Company, an
indemnity bond must be furnished that is sufficient in the judgment of both the
Trustee and the Company to protect the Company, the Trustee or any Agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge such Holder for its expenses and the expenses of the Trustee in
replacing a Note. In case any such mutilated, lost, destroyed or wrongfully
taken Note has become or is about to become due and payable, the Company in its
discretion may pay such Note instead of issuing a new Note in replacement
thereof.



          Every replacement Note is an additional obligation of the Company and
shall be entitled to the benefits of this Indenture.



          SECTION 2.10. Outstanding Notes. Notes outstanding at any time are all
Notes that have been authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
2.10 as not outstanding.



          If a Note is replaced pursuant to Section 2.09, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a protected purchaser.



          If the Paying Agent (other than the Company or an Affiliate of the
Company) holds on the maturity date money sufficient to pay Notes payable on
that date, then on and after that date such Notes cease to be outstanding and
interest on them shall cease to accrue.



          A Note does not cease to be outstanding because the Company or one of its
Affiliates holds such Note, provided, however, that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Company or any other obligor upon the Notes or
any Affiliate of the Company or of such other obligor shall



          
35










be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which the Trustee has actual
knowledge to be so owned shall be so disregarded. Notes so owned which have
been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or of such other
obligor.


          SECTION 2.11. Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the
form of definitive Notes but may have insertions, substitutions, omissions and
other variations determined to be appropriate by the Officers executing the
temporary Notes, as evidenced by their execution of such temporary Notes. If
temporary Notes are issued, the Company shall cause definitive Notes to be
prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 4.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall be entitled to
the same benefits under this Indenture as definitive Notes.



          SECTION 2.12. Cancellation. The Company, at any time, may deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously
authenticated hereunder which the Company has not issued and sold. The
Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment or cancellation and shall destroy them in accordance with its
normal procedure.



          SECTION 2.13. CUSIP Numbers. The Company in issuing the Notes may use
“CUSIP,” “CINS” or “ISIN” numbers (if then generally in use), and the Company
and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders; provided that
any such notice shall 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 redemption or exchange and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any change in “CUSIP,” “CINS” or “ISIN” numbers
for the Notes.



          SECTION 2.14. Defaulted Interest. If the Company defaults in a payment of
interest on the Notes, it shall pay, or shall deposit with the Paying Agent
money in immediately available funds sufficient to pay, the defaulted interest,
plus (to the extent lawful) any interest payable on the defaulted interest, to
the Persons who are Holders on a subsequent special record date. A special
record date, as used in this Section 2.14 with respect to the payment of any
defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At



          
36










least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.


          SECTION 2.15. Issuance of Additional Notes. The Company may, subject to
Article Four of this Indenture and applicable law, issue additional Notes under
this Indenture. The Notes issued on the Closing Date, any Exchange Notes and
any additional Notes subsequently issued shall be treated as a single class for
all purposes under this Indenture.



ARTICLE THREE

REDEMPTION


          SECTION 3.01. Right of Redemption. (a) The Notes are redeemable, at the
Company’s option, in whole or in part, at any time, or from time to time, on or
after August 15, 2005 and prior to maturity, upon not less than 30 nor more
than 60 days’ prior notice mailed by first-class mail to each Holder’s last
address, as it appears in the Security Register, at the following Redemption
Prices (expressed in percentages of principal amount), plus accrued and unpaid
interest to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record
Date that is prior to the Redemption Date to receive interest due on an
Interest Payment Date), if redeemed during the 12-month period commencing
August 15 of the years set forth below:




	 	 	 	 	 
	 	 	Redemption
	Year	 	Price
	
	 	

	2005
	 	 	104.938	%
	
	
	
	

	2006
	 	 	102.469	%
	
	
	
	

	2007 and thereafter
	 	 	100.000	%



	     	
	 	     (a) In addition, at any time, or from time to time, on or prior to
August 15, 2004, the Company may redeem up to 35% of the principal amount
of the Notes with the Net Cash Proceeds of one or more sales of Capital
Stock of the Company (other than Disqualified Stock) at a Redemption
Price (expressed as a percentage of principal amount) of 109.875%, plus
accrued and unpaid interest to the Redemption Date (subject to the right
of Holders of record on the relevant Regular Record Date that is prior to
the Redemption Date to receive interest due on an Interest Payment Date);
provided that (i) at least 65% of the aggregate principal amount of Notes
originally issued on the Closing Date remains outstanding after each such
redemption and (ii) notice of any such redemption is mailed within 90
days after each such sale of Capital Stock.


          SECTION 3.02. Notices to Trustee. If the Company elects to redeem Notes
pursuant to Section 3.01, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed and the clause
of this Indenture pursuant to which redemption shall occur.



          The Company shall give the notice provided for in this Section 3.02 in an
Officers’ Certificate at least 45 days before the Redemption Date (unless a
shorter period shall be satisfactory to the Trustee).



          
37










          SECTION 3.03. Selection of Notes to Be Redeemed. If less than all of the
Notes are to be redeemed at any time, the Trustee shall select the Notes to be
redeemed in compliance with the requirements, as certified to it by the
Company, of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities
exchange, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate; provided that no Note of $1,000 in
principal amount or less shall be redeemed in part.



          The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption. Notes in denominations of $1,000 in
principal amount may only be redeemed in whole. The Trustee may select for
redemption portions (equal to $1,000 in principal amount or any integral
multiple thereof) of Notes that have denominations larger than $1,000 in
principal amount. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the
Company and the Registrar promptly in writing of the Notes or portions of
Notes to be called for redemption.



          SECTION 3.04. Notice of Redemption. With respect to any redemption of
Notes pursuant to Section 3.01, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail to each Holder whose Notes are to be redeemed.



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


	          	
	 	     (i) the Redemption Date;
	 
	 	     (ii) the Redemption Price;
	 
	 	     (iii) the name and address of the Paying Agent;
	 
	 	     (iv) that Notes called for redemption must be surrendered to
the Paying Agent in order to collect the Redemption Price;
	 
	 	     (v) that, unless the Company defaults in making the redemption
payment, interest on Notes called for redemption ceases to accrue
on and after the Redemption Date and the only remaining right of
the Holders is to receive payment of the Redemption Price plus
accrued interest to the Redemption Date upon surrender of the Notes
to the Paying Agent;
	 
	 	     (vi) that, if any Note is being redeemed in part, the portion
of the principal amount (equal to $1,000 in principal amount or any
integral multiple thereof) of such Note to be redeemed and that, on
and after the Redemption Date, upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion
thereof shall be reissued; and
	 
	 	     (vii) that, if any Note contains a CUSIP, CINS or ISIN number
as provided in Section 2.13, no representation is being made as to
the correctness of the CUSIP, CINS or ISIN number either as printed
on the Notes or as contained in



38








	          	
	 	the notice of redemption and that
reliance may be placed only on the other identification numbers
printed on the Notes.



          At the Company’s request (which request may be revoked by the Company at
any time prior to the time at which the Trustee shall have given such notice to
the Holders), made in writing to the Trustee at least 45 days (or such shorter
period as shall be satisfactory to the Trustee) before a Redemption Date, the
Trustee shall give the notice of redemption in the name and at the expense of
the Company. If, however, the Company gives such notice to the Holders, the
Company shall concurrently deliver to the Trustee an Officers’ Certificate
stating that such notice has been given.



          SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption is
mailed, Notes called for redemption become
due and payable on the Redemption Date and at the Redemption Price. Upon
surrender of any Notes to the Paying Agent, such Notes shall be paid at the
Redemption Price, plus accrued interest, if any, to the Redemption Date.



          Notice of redemption shall be deemed to be given when mailed, whether or
not the Holder receives the notice. In any event, failure to give such notice,
or any defect therein, shall not affect the validity of the proceedings for the
redemption of Notes held by Holders to whom such notice was properly given.



          SECTION 3.06. Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Paying Agent (or, if the Company is
acting as its own Paying Agent, shall segregate and hold in trust as provided
in Section 2.05) money sufficient to pay the Redemption Price of and accrued
interest on all Notes to be redeemed on that date other than Notes or portions
thereof called for redemption on that date that have been delivered by the
Company to the Trustee for cancellation.



          SECTION 3.07. Payment of Notes Called for Redemption. If notice of
redemption has been given in the manner provided above, the Notes or portions
of Notes specified in such notice to be redeemed shall become due and payable
on the Redemption Date at the Redemption Price stated therein, together with
accrued interest to such Redemption Date, and on and after such date (unless
the Company shall default in the payment of such Notes at the Redemption Price
and accrued interest to the Redemption Date, in which case the principal, until
paid, shall bear interest from the Redemption Date at the rate prescribed in
the Notes), such Notes shall cease to accrue interest. Upon surrender of any
Note for redemption in accordance with a notice of redemption, such Note shall
be paid and redeemed by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders registered as such at the close of business on the
relevant Regular Record Date.



          SECTION 3.08. Notes Redeemed in Part. Upon surrender of any Note that is
redeemed in part, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder without service charge, a new Note equal in principal
amount to the unredeemed portion of such surrendered Note.



          
39










ARTICLE FOUR

COVENANTS


          SECTION 4.01. Payment of Notes. The Company shall pay the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of
principal, premium, if any, or interest shall be considered paid on the
date due if the Trustee or Paying Agent (other than the Company, a Subsidiary
of the Company, or any Affiliate of any of them) holds on that date money
designated for and sufficient to pay the installment. If the Company or any
Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent,
an installment of principal, premium, if any, or interest shall be considered
paid on the due date if the entity acting as Paying Agent complies with the
last sentence of Section 2.05. As provided in Section 6.09, upon any
bankruptcy or reorganization procedure relative to the Company, the Trustee
shall serve as the Paying Agent, if any, for the Notes.



          The Company shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Notes.



          SECTION 4.02. Maintenance of Office or Agency. The Company shall maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment 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 address of the Trustee set forth in
Section 11.02.



          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 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.



          The Company hereby initially designates the Corporate Trust Office of the
Trustee as such office of the Company in accordance with Section 2.04.



          SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(other than the Notes and other Indebtedness existing on the Closing Date);
provided that, if no Default or Event of Default shall have occurred or be
continuing at the time of or as a consequence of the Incurrence of any such
Indebtedness, the Company and its Restricted Subsidiaries may Incur
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 2.5:1.



          
40










          Notwithstanding the foregoing, the Company and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following:


	     	
	 	     (1) Indebtedness, which may include Indebtedness Incurred pursuant
to one or more credit facilities with banks or other lenders, which,
together with other Indebtedness then classified under this clause (1),
does not exceed in principal amount, at the time so Incurred, 70% of the
consolidated book value of the Company’s Accounts Receivable;
	 
	 	     (2) Indebtedness owed (A) to the Company evidenced by (x) an
unsubordinated promissory note or (y) a subordinated promissory note
issued by a Securitization Entity in connection with a Qualified
Securitization Transaction or (B) to any Restricted Subsidiary; provided
that 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 an Incurrence of such
Indebtedness not permitted by this clause (2);
	 
	 	     (3) 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 (2) or (5)) and any
refinancings thereof in an amount not to exceed the amount so refinanced
or refunded (plus accrued interest, fees, expenses and the amount of any
premium reasonably determined by the Company as necessary to accomplish
such refinancing or refunding by means of a tender offer, exchange offer
or privately negotiated repurchase); 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 shall only be permitted under this clause (3) if (x) in
case such Notes are refinanced in part or the Indebtedness to be
refinanced is pari passu with the Notes, 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 (y) in case
the Indebtedness to be refinanced is subordinated in right of payment to
the Notes, 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 at least to the extent that the Indebtedness to be
refinanced is subordinated to the Notes, (b) such new Indebtedness,
determined as of the date of Incurrence of such new Indebtedness, does
not mature prior to the earlier of (x) the Stated Maturity of the
Indebtedness to be refinanced or refunded and (y) February 15, 2009, (c)
the Average Life of such new Indebtedness is at least equal to the lesser
of (x) the remaining Average Life of the Indebtedness to be refinanced or
refunded and (y) the Average Life of Indebtedness having a Stated
Maturity of February 15, 2009 with respect to all principal of such
Indebtedness, and (d) such new Indebtedness is Incurred by the Company or
by the Restricted Subsidiary who is the obligor on the Indebtedness to be
refinanced or refunded;
	 
	 	     (4) 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 as described in Article Eight;



41










	     	
	 	     (5) Note Guarantees and Guarantees of Indebtedness of the Company by
any Restricted Subsidiary; provided that the Guarantee of such
Indebtedness is permitted by and made in accordance with Section 4.19
herein;
	 
	 	     (6) Guarantees by the Company or any Restricted Subsidiary of
Indebtedness of the Company or any Restricted Subsidiary otherwise
permitted to be Incurred under this Section 4.03; provided that any
Guarantee of such Indebtedness by a Restricted Subsidiary is permitted by
and made in accordance with Section 4.19 herein;
	 
	 	     (7) Indebtedness that is an endorsement of bank drafts and similar
negotiable instruments for collection or deposit in the ordinary course
of business; and
	 
	 	     (8) Indebtedness (which is in addition to Indebtedness permitted
under clauses (1) through (7) above and may include Indebtedness Incurred
pursuant to one or more credit facilities with banks or other lenders)
which, together with other Indebtedness then classified under this clause
(8), does not exceed in principal amount, at the time so Incurred, $550
million.
	 
	 	     (b) Notwithstanding any other provision of this Section 4.03, the
maximum amount of Indebtedness that may be Incurred pursuant to this
Section 4.03 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.
	 
	 	     (c) For purposes of determining any particular amount of
Indebtedness under this Section 4.03,


	          	
	 	     (i) 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
	 
	 	     (ii) any Liens granted pursuant to the equal and ratable
provisions referred to in Section 4.09 herein shall not be treated
as Indebtedness.



For purposes of determining compliance with this Section 4.03, in the event
that an item of Indebtedness meets the criteria of more than one of the types
of Indebtedness described above, 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.


          SECTION 4.04. Limitation on Senior Subordinated Indebtedness. The Company
shall not Incur any Indebtedness that is subordinate in right of payment to any
Senior Indebtedness unless such Indebtedness is pari passu with, or
subordinated in right of payment to, the Notes; provided that the foregoing
limitation shall not apply (a) to distinctions between categories of Senior
Indebtedness that exist by reason of any Liens or Guarantees arising or created
in respect of some but not all of such Senior Indebtedness or (b) Indebtedness
that exists by reason of any transaction permitted by, and complying with, the
provisions of the covenants contained in Section 5.01 herein.



          
42










          SECTION 4.05. Limitation on Restricted Payments. (a) The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,


	     	
	 	     (1) 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 Capital Stock
of Restricted Subsidiaries held by minority stockholders held by Persons
other than the Company or any of its Restricted Subsidiaries and (z) any
such dividend or distribution made by a Restricted Subsidiary to the
extent not reflected in the consolidated financial statements of the
Company prepared in accordance with GAAP),
	 
	 	     (2) purchase, call for redemption or redeem, retire or otherwise
acquire for value any shares of Capital Stock of (A) the Company
(including options, warrants or other rights to acquire such shares of
Capital Stock) held by any Person or (B) a Restricted Subsidiary
(including options, warrants or other rights to acquire such shares of
Capital Stock) held by any Affiliate of the Company (other than a
Restricted Subsidiary),
	 
	 	     (3) 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
	 
	 	     (4) make any Investment, other than a Permitted Investment, in any
Person



(such payments or any other actions described in clauses (1) through (4) above
being collectively referred to as “Restricted Payments”) if, at the time of,
and after giving effect to, the proposed Restricted Payment:

	     	
	 	     (A) a Default or Event of Default shall have occurred and be
continuing,
	 
	 	     (B) the Company could not Incur at least $1.00 of Indebtedness under
the first paragraph of Section 4.03 (a) herein or
	 
	 	     (C) the aggregate amount of all Restricted Payments (except as set
forth in the subsection (b) below) made 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 commencing immediately
following the Closing Date and ending on the last day of the last
fiscal quarter preceding the Transaction Date for which reports
have been filed with the Commission or provided to the Trustee plus
	 
	 	     (2) 100% of the aggregate Net Cash Proceeds (except as set
forth in subsection (b) supra) received by the Company after the
Closing Date as a capital contribution or from the issuance and
sale of its Capital Stock (other than



43








	          	
	 	Disqualified Stock) to a
Person who is not a Subsidiary of the Company, including an
issuance or sale permitted by this 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 sum of (x) the net reduction in
Investments (other than reductions in Permitted Investments) made
subsequent to the Closing Date 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) 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 and (y) the
Net Cash Proceeds from any sale, subsequent to the Closing Date, of
shares of Capital Stock of Softbank Corp. owned, directly or
indirectly, by the Company on the Closing Date.


	     	
	 	     The foregoing provision shall not be violated by reason of:


	          	
	 	     (1) 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 declaration or call for
redemption, such payment or redemption would comply with the
preceding paragraph;
	 
	 	     (2) the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness that is
subordinated in right of payment to the Notes, including accrued
interest, fees, expenses and the amount of any premium reasonably
determined by the Company as necessary to accomplish such
refinancing or refunding by means of a tender offer, exchange offer
or privately negotiated repurchase, with the proceeds of, or in
exchange for, Indebtedness Incurred under clause (3) of the second
paragraph of Section 4.03(a) herein;
	 
	 	     (3) the repurchase, redemption or other acquisition of Capital
Stock of the Company (or options, warrants or other rights to
acquire 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 prior to the Stated Maturity of the
Notes;



44










	          	
	 	     (4) 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 in exchange for, or out of the proceeds of, 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 prior to the Stated
Maturity of the Notes;
	 
	 	     (5) 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 this Indenture applicable to
mergers, consolidations and transfers of all or substantially all
of the property and assets of the Company;
	 
	 	     (6) investments acquired as a result of a capital contribution
or in exchange for, or out of the proceeds of a substantially
concurrent offering of, Capital Stock (other than Disqualified
Stock) of the Company; provided that the term “substantially
concurrent” means any time within the six-month period commencing
on the date of such investment;
	 
	 	     (7) 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;
	 
	 	     (8) the declaration or payment of dividends on Capital 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 (x) such
Capital Stock and (y) Indebtedness of the Company upon the
conversion of such Indebtedness into Capital Stock (other than
Disqualified Stock) of the Company;
	 
	 	     (9) the purchase, redemption, retirement or other acquisition
for value of shares of Capital Stock of the Company (or options,
warrants or other rights to purchase such Capital Stock) held by
employees of the Company or any Restricted Subsidiary upon the
death, disability, retirement, termination of employment of such
employee, or otherwise, pursuant to contractual requirements of
agreements existing on the Closing Date, final settlements,
judgments or court orders, and any purchase, redemption, retirement
or other acquisition for value of shares of Capital Stock of the
Company or other rights to purchase such Capital Stock deemed to
occur upon any cancellation or forgiveness of loans to employees of
the Company or any Restricted Subsidiary and additional purchases,
redemptions, retirements or other acquisitions of Capital Stock of
the Company (or options, warrants or other rights to purchase such
Capital Stock); provided that
the aggregate consideration paid in any fiscal year for such
additional purchases, redemptions, retirements or other
acquisitions for value does not exceed $2 million in the aggregate,
provided that any amounts unutilized in any fiscal year may be used
in future fiscal years;



45










	          	
	 	     (10) the payment of stated dividends on or with respect to
Disqualified Stock of the Company or any Restricted Subsidiary and
on or with respect to Preferred Stock of any Restricted Subsidiary,
provided that such Disqualified Stock or Preferred Stock was
permitted to be Incurred pursuant to Section 4.03 herein; or
	 
	 	     (11) Restricted Payments in an aggregate amount not to exceed
$75 million.



provided that, except in the case of clauses (1), (2), (3) and (9), no Default
or Event of Default shall have occurred and be continuing or occur as a
consequence of the actions or payments set forth therein.


     (b)  Each Restricted Payment permitted pursuant to the preceding paragraph
(other than a Restricted Payment referred to in clause (2) thereof, an exchange
of Capital Stock for Capital Stock or Indebtedness referred to in clause (3) or
(4) thereof and an Investment acquired as a capital contribution or in exchange
for Capital Stock referred to in clause (6) thereof), and the Net Cash Proceeds
from any issuance of Capital Stock referred to in clauses (3), (4) or (6),
shall be included in calculating whether the conditions of clause (C) of the
first paragraph of Section 4.05(a) have been met with respect to any subsequent
Restricted Payments. In the event the proceeds of an issuance of Capital Stock
of the Company are used for the redemption, repurchase or other acquisition of
the Notes, or Indebtedness that is pari passu with the Notes, then the Net Cash
Proceeds of such issuance shall be included in clause (C) of the first
paragraph of Section 4.05(a) only to the extent such proceeds are not used for
such redemption, repurchase or other acquisition of Indebtedness.

	     	
	 	     (c) For purposes of determining compliance with this Section 4.05,


	          	
	 	     (1) the amount, if other than in cash, of any Restricted
Payment shall be determined in good faith by the Board of Directors
or a financial officer of the Company; and
	 
	 	     (2) in the event that a Restricted Payment meets the criteria
of more than one of the types of Restricted Payments described in
Section 4.05(a), including the first paragraph of Section 4.05(a),
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 4.06. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. The Company shall not, and shall not
permit any Restricted Subsidiary
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 to (1) 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, (2) pay any
Indebtedness owed to the Company or any other Restricted Subsidiary, (3) make
loans or



          
46










advances to the Company or any other Restricted Subsidiary or (4)
transfer any of its property or assets to the Company or any other Restricted
Subsidiary.


          The foregoing provisions shall not restrict any encumbrances or
restrictions:


	     	
	 	     (1) existing on the Closing Date in 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;
	 
	 	     (2) existing under or by reason of applicable law;
	 
	 	     (3) 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 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;
	 
	 	     (4) in the case of clause (4) of the first paragraph of this Section
4.06:


	          	
	 	     (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
	 
	 	     (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;


	     	
	 	     (5) 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;
	 
	 	     (6) existing under or by reason of any Indebtedness or other
contractual requirement in connection with a Qualified Securitization
Transaction; provided that such restrictions apply only to the
Securitization Entity or other Restricted Subsidiary that is a party to
such Qualified Securitization Transaction; or



47










	     	
	 	     (7) contained in Indebtedness permitted to be Incurred subsequent to
the Closing Date pursuant to Section 4.03 herein; provided that any such
encumbrances or restrictions are ordinary or customary with respect to
the type of Indebtedness Incurred (under the relevant circumstances) and
that the Board of Directors or any financial officer of the Company
determines that any such encumbrance or restriction shall not materially
adversely affect the Company’s ability to make principal or interest
payments on the Notes.



          Nothing contained in this Section 4.06 shall prevent the Company or any
Restricted Subsidiary from:


	     	
	 	     (1) creating, incurring, assuming or suffering to exist any Liens
otherwise permitted in Section 4.09 herein 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 4.07. Limitation on the Issuance and Sale 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) to any Person other than the
Company or a Wholly Owned Restricted Subsidiary unless, after giving effect to
such issuance or sale (or the exercise of such options, warrants or other
rights), either:


	     	
	 	     (1) such Restricted Subsidiary continues to be a Restricted
Subsidiary, or
	 
	 	     (2) such Restricted Subsidiary ceases to be a Restricted Subsidiary
and the Company and its other Restricted Subsidiaries retain:


	          	
	 	     (a) none of the Capital Stock of such Restricted Subsidiary,
or
	 
	 	     (b) an Investment in such Restricted Subsidiary that would
have been permitted pursuant to the Section 4.05 herein.



The foregoing shall not apply to 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.


          SECTION 4.08. Limitation on Transactions with Affiliates. The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, enter into, renew or extend any transaction or series of related
transactions (including, without limitation, the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) 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



          
48










of the execution of the
agreement providing therefor, in a comparable arm’s-length transaction with a
Person that is not such an Affiliate.


          The foregoing limitation does not limit, and shall not apply to:


	     	
	 	     (1) 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;
	 
	 	     (2) any transaction solely between the Company and any of its
Restricted Subsidiaries or solely among Restricted Subsidiaries;
	 
	 	     (3) the payment of reasonable and customary regular fees and
compensation to (including issuances and grants of securities and stock
options pursuant to employment agreements and stock option and ownership
plans for the benefit of) directors of the Company who are not employees
of the Company and indemnification arrangements entered into by the
Company in the ordinary course of business and consistent with past
practices of the Company;
	 
	 	     (4) any payments or other transactions pursuant to any agreement in
effect on the Closing Date and filed by the Company with the Commission
as an exhibit to its most recent annual report or any of its subsequently
filed quarterly or periodic reports, and any transactions contemplated
thereby (including pursuant to any amendment thereto or any replacement
agreements thereof, so long as such amendment or replacement is not more
disadvantageous to the Holders in any material respect than the agreement
in effect on the Closing Date);
	 
	 	     (5) loans and advances to employees and officers of the Company and
its Restricted Subsidiaries in connection with the exercise of rights
under the Company’s or such Restricted Subsidiaries’ stock-based plans;
	 
	 	     (6) agreements with or for the benefit of employees of the Company
of any of its Subsidiaries regarding bridge loans and other loans
necessitated by the relocation of
the Company’s or other such Subsidiary’s business or employees, or
regarding short-term hardship advances;
	 
	 	     (7) transactions permitted by, and complying with, the provisions of
the Article Five herein.
	 
	 	     (8) 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;
	 
	 	     (9) any sale of shares of Capital Stock (other than Disqualified
Stock) of the Company;



49










	     	
	 	     (10) transactions effected as part of a Qualified Securitization
Transaction otherwise permitted under this Indenture; or
	 
	 	     (11) any Permitted Investments or any Restricted Payments not
prohibited by Section 4.05 herein.



Notwithstanding the foregoing, any transaction or series of related
transactions covered by the first paragraph of this Section 4.08 and not
covered by clauses (2) through (11) of this paragraph the aggregate amount of
which exceeds $20 million in value, must be approved or determined to be fair
in the manner provided for in clause (1)(A) or (B) above.


          SECTION 4.09. Limitation on Liens. The Company shall not Incur any
Indebtedness secured by a Lien (“Secured Indebtedness”) that is not Senior
Indebtedness unless contemporaneously therewith effective provision is made to
secure the Notes equally and ratably with (or, if the Secured Indebtedness is
subordinated in right of payment to the Notes, prior to) such Secured
Indebtedness for so long as such Secured Indebtedness is secured by a Lien.



          The foregoing limitation does not apply to:


	     	
	 	     (1) Liens on, or sales of, receivables or other Liens on assets
transferred to a Securitization Entity or on assets of a Securitization
Entity, in either case incurred in connection with a Qualified
Securitization Transaction;
	 
	 	     (2) Liens existing on the Closing Date;
	 
	 	     (3) Liens (including extensions and renewals thereof) upon real or
personal property acquired after the Closing Date; provided that (a) such
Lien is created solely for the purpose of securing Indebtedness Incurred,
in accordance with Section 4.03 herein, 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
(b) the principal amount of the Indebtedness secured by such Lien does
not exceed 100% of such cost and (c) 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;
	 
	 	     (4) Liens securing the Notes; or
	 
	 	     (5) 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
Wholly Owned Restricted Subsidiary.



          SECTION 4.10. Limitation on Asset Sales. The Company shall not, and shall
not permit any Restricted Subsidiary to, consummate any Asset Sale, unless:


	     	
	 	     (1) 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



50










	     	
	 	     (2) at least 75% of the consideration received consists of (a) cash
or Temporary Cash Investments, (b) the assumption of Senior Indebtedness
of the Company or Indebtedness of any other Restricted Subsidiary (in
each case, other than Indebtedness owed to the Company or any Affiliate
of the Company), provided that the Company or such Restricted Subsidiary
is irrevocably and unconditionally released in writing from all liability
under such Indebtedness or (c) Replacement Assets.



          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 Commission or provided to the Trustee), then the Company shall or
shall cause the relevant Restricted Subsidiary to:


	     	
	 	     (1) 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
repay Senior Indebtedness of the Company or Indebtedness of any
other 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 (A) (or enter into a definitive agreement
committing to so invest within 12 months after the date of such
agreement), in Replacement Assets, and


	     	
	 	     (2) apply (no later than the end of the 12-month period referred to
in clause (1)) such excess Net Cash Proceeds (to the extent not applied
pursuant to clause (1)) as provided in the following paragraph of this
Section 4.10.



The amount of such excess Net Cash Proceeds required to be applied (or to be
committed to be applied) during such 12-month period as set forth in clause (1)
of the preceding sentence and not applied as so required by the end of such
period shall 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 $75 million, the Company must commence, not
later than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders of the Notes (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 the 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. Repurchase of Notes upon a Change of Control. The Company
shall commence, within 30 days after the occurrence of a Change of Control, and
consummate an Offer to Purchase for all Notes then outstanding, at a purchase
price equal to



          
51










101% of their principal amount, plus accrued interest (if any)
to the Payment Date. The Company shall not be required to make an Offer to
Purchase pursuant to this Section 4.11 if a third party makes an offer to
purchase the Notes in the manner, at the times and price and otherwise in
compliance with the terms of this Indenture applicable to an Offer to Purchase
for a Change of Control and purchases all Notes validly tendered and not
withdrawn in such Offer to Purchase.


          SECTION 4.12. Existence. Subject to Articles Four and Five of this
Indenture, the Company shall do or cause to be done 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 the Company and each Restricted Subsidiary, and the
rights (charter or statutory) of the Company and each Restricted Subsidiary;
provided that the Company shall not be required to preserve any such right or
the existence of any Restricted Subsidiary, if the maintenance or preservation
thereof is no longer desirable in the conduct of the business of the Company
and its Restricted Subsidiaries taken as a whole.



          SECTION 4.13. Payment of Taxes and Other Claims. The Company shall pay or
discharge and shall cause each of its Restricted Subsidiaries to pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied
or imposed upon (a) the Company or any such Restricted Subsidiary, (b) the
income or profits of any such Restricted Subsidiary which is a corporation or
(c) the property of the Company or any such Restricted Subsidiary and (ii) all
material lawful claims for labor, materials and supplies that, if unpaid, might
by law become a lien upon the property of the Company or any such Restricted
Subsidiary; provided that the Company or any Restricted Subsidiary shall not be
required to pay or discharge, or cause to be paid or discharged, any such tax,
assessment, charge or claim the
amount, applicability or validity of which is being contested in good
faith by appropriate proceedings and for which adequate reserves have been
established.



          SECTION 4.14. Maintenance of Properties and Insurance. The Company shall
cause all material properties used or useful in the conduct of its business or
the business of any of its Restricted Subsidiaries to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided
that nothing in this Section 4.14 shall prevent the Company or any Restricted
Subsidiary from discontinuing the use, operation or maintenance of any of such
properties or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Company, desirable in the conduct of the business of the
Company or such Restricted Subsidiary.



          The Company shall provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate self-insurance),
including, but not limited to, products liability insurance and public
liability insurance, with reputable insurers or with the government of the
United States of America, or an agency or instrumentality thereof, in such
amounts, with such deductibles and by such methods as the Company shall deem
reasonably



          
52










appropriate for the business and properties of the Company or any
such Restricted Subsidiary, as the case may be.


          SECTION 4.15. Notice of Defaults. In the event that any Officer becomes
aware of any Default or Event of Default, the Company shall promptly deliver to
the Trustee an Officers’ Certificate specifying such Default or Event of
Default.



          SECTION 4.16. Compliance Certificates. (a) The Company shall deliver to
the Trustee, within 60 days after the end of each of the first three fiscal
quarters of each year and within 120 days after the end of the last fiscal
quarter of each year, an Officers’ Certificate stating whether or not the
signers know of any Default or Event of Default that occurred during such
fiscal quarter. In the case of the Officers’ Certificate delivered within 120
days after the end of the Company’s fiscal year, such certificate shall contain
a certification from the principal executive officer, principal financial
officer or principal accounting officer of the Company that a review has been
conducted of the activities of the Company and its Restricted Subsidiaries and
the Company’s and its Restricted Subsidiaries’ performance under this Indenture
and that the Company has complied with all conditions and covenants under this
Indenture. For purposes of this Section 4.17, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. If any of the officers of the Company signing
such certificate has knowledge of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.
The first certificate to be delivered pursuant to this Section 4.14(a) shall
be for the first fiscal quarter beginning after the execution of this
Indenture.



The Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, beginning with the fiscal year in which this Indenture was
executed, a certificate signed by the Company’s independent certified public
accountants stating (i) that their audit examination has included a review of
the terms of this Indenture and the Notes as they relate to accounting matters,
(ii) that they have read the most recent Officers’ Certificate delivered to the
Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in
connection with their audit examination, anything came to their attention that
caused them to believe that the Company was not in compliance with any of the
terms, covenants, provisions or conditions of Article Four and Section 5.01 of
this Indenture as they pertain to accounting matters and, if any Default or
Event of Default has come to their attention, specifying the nature and period
of existence thereof; provided that such independent certified public
accountants shall not be liable in respect of such statement by reason of any
failure to obtain knowledge of any such Default or Event of Default that would
not be disclosed in the course of an audit examination conducted in accordance
with generally accepted auditing standards in effect at the date of such
examination. Notwithstanding the foregoing, the Company shall not be obligated
to deliver such a certificate signed by the Company’s independent certified
public accountants at any time when the Company’s and its Restricted
Subsidiaries’ obligations to comply with Sections 4.03, 4.05, 4.06, 4.07, 4.08,
4.10, 4.19 and Article Five shall have terminated (and shall not have been
reinstated) pursuant to Section 4.20.


          SECTION 4.17. Commission Reports and Reports to Holders. Whether or not
the Company is then required to file reports with the Commission, the Company
shall file with the Commission all such reports and other information as it
would be required to file with



          
53










the Commission by Section 13(a) or 15(d) under
the Securities Exchange Act of 1934 if it were subject thereto. The Company
shall supply to the Trustee and to each Holder or shall supply to the Trustee
for forwarding to each such Holder, without cost to such Holder, copies of such
reports and other information.


          SECTION 4.18. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other
law that would prohibit or forgive the Company from paying all or any portion
of the principal of, premium, if any, or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law and covenants that it shall not hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had
been enacted.



          SECTION 4.19. Limitation on Issuances of Guarantees by Restricted
Subsidiaries. The Company shall not permit any Restricted Subsidiary, directly or
indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the
Company which is pari passu with or subordinate in right of payment to the
Notes unless:


	     	
	 	     (a) such Restricted Subsidiary simultaneously executes and delivers
a supplemental indenture to this Indenture providing for a Note Guarantee
by such Restricted Subsidiary and
	 
	 	     (b) such Restricted Subsidiary waives and shall not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the
Company or any other Restricted Subsidiary as a result of any payment by
such Restricted Subsidiary under its Note Guarantee until the Notes have
been paid in full.



          If the Guaranteed Indebtedness is (A) pari passu in right of payment with
the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari
passu in right of payment with, or subordinated to, the Note Guarantee or (B)
subordinated in right of payment to the Notes, then the Guarantee of such
Guaranteed Indebtedness shall be subordinated in right of payment to the Note
Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Notes. The Note Guarantee may be subordinated to the
Senior Indebtedness of the Subsidiary Guarantor to the same extent as the Notes
are subordinated to the Senior Indebtedness of the Company.



          Notwithstanding the foregoing, any Note 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



54








	     	
	 	substantially all the assets of, such
Restricted Subsidiary (which sale, exchange or transfer is not prohibited
by this Indenture) or upon the designation of such Restricted Subsidiary
as an Unrestricted Subsidiary in accordance with the terms of this
Indenture; or
	 
	 	     (2) the release or discharge of the Guarantee which resulted in the
creation of such Note Guarantee, except a discharge or release by or as a
result of payment under such Guarantee.



          SECTION 4.20. Fall Away Event. The Company’s and its Restricted
Subsidiaries’ obligations to comply with Sections 4.03, 4.05, 4.06, 4.07, 4.08,
4.10, 4.19 and Article Five shall terminate if and when the Notes achieve
Investment Grade Status; provided that the Company’s and its Restricted
Subsidiaries’ obligations to comply with such provisions shall be reinstated as
to events occurring after a Downgrading Event, subject to the terms, conditions
and obligations set forth in this Indenture, provided that compliance with
respect to Restricted Payments made after the time of such Downgrading Event
shall be calculated as if Section 4.05 had been in effect at all times since
the Closing Date. Notwithstanding the foregoing, neither (1) the continued
existence after
the date of such Downgrading Event of facts and circumstances or
Obligations that were Incurred or otherwise came into existence during the
period of time that the Notes were Investment Grade Status nor (2) the
performance of any such Obligations shall constitute a breach of any provision
set forth in this Indenture or otherwise cause a Default or Event of Default;
provided that (x) neither the Company nor any Restricted Subsidiary Incurred or
otherwise caused any such fact, circumstance or Obligation to exist while in
anticipation of a Downgrading Event and (y) the Company reasonably believed at
the time such fact, circumstance or Obligation was Incurred or otherwise caused
that such Incurrence or other action would not result in a Downgrading Event
(as evidenced by a Board Resolution or an Officer’s Certificate, which may be
adopted or executed following such Incurrence or action).



ARTICLE FIVE

SUCCESSOR CORPORATION


          SECTION 5.01. When Company or Guarantors May Merge, Etc. The Company
shall not consolidate with, merge with or into, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all of its property and
assets (as an entirety or substantially an entirety in one transaction or a
series of related transactions) to, any Person or permit any Person to merge
with or into it unless:


	     	
	 	     (1) it shall be the continuing Person, or the Person (if other than
it) formed by such consolidation or into which it is merged or that
acquired or leased such property and assets of the Company (the
“Surviving Person”) shall be a corporation organized and validly existing
under the laws of the United States of America or any jurisdiction
thereof and shall expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, all of the Company’s obligations under this
Indenture and the Notes;
	 
	 	     (2) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing;



55










	     	
	 	     (3) immediately after giving effect to such transaction on a pro
forma basis the Company, or the Surviving Person, as the case may be,
could Incur at least $1.00 of Indebtedness under the first paragraph of
Section 4.03 herein; provided that this clause (3) 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 the
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) for all
purposes of this Indenture; and
	 
	 	     (4) it delivers to the Trustee an Officers’ Certificate (attaching
the arithmetic computations to demonstrate compliance with clause (3))
and Opinion of Counsel, in each case stating that such consolidation,
merger or transfer and such supplemental
indenture complies with this provision and that all conditions
precedent provided for herein relating to such transaction have been
complied with;



provided, however, that clauses (3) and (4) above do not apply if, in the good
faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal purpose
of such transaction is to change the state of incorporation of the Company and
any such transaction shall not have as one of its purposes the evasion of the
foregoing limitations.


          SECTION 5.02. Successor Substituted. Upon any consolidation or merger, or
any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01 of this Indenture, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein; provided that the Company shall not be released
from its obligation to pay the principal of, premium, if any, or interest on
the Notes in the case of a lease of all or substantially all of its property
and assets.



ARTICLE SIX

DEFAULT AND REMEDIES


          SECTION 6.01. Events of Default. The following events shall be defined as
“Events of Default” in this Indenture:


	     	
	 	     (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise, whether or not such payment is
prohibited by the provisions described in Article Ten;



56










	     	
	 	     (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30
days, whether or not such payment is prohibited by the provisions
described in Article Ten;
	 
	 	     (c) the Company defaults in the performance of or breaches any other
covenant or agreement in this Indenture or under the Notes (other than a
default specified in clause (a) or (b) above) and such default or breach
continues for a period of 60 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal amount of
the Notes;
	 
	 	     (d) there occurs with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an outstanding
principal amount of $50 million or more in the aggregate for all such
issues of all such Persons, whether such
Indebtedness now exists or shall hereafter be created, (A) 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 60 days of such acceleration and/or (B)
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;
	 
	 	     (e) any final judgment or order (not covered by insurance) for the
payment of money in excess of $50 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 or any Significant Subsidiary and shall not
be paid or discharged, and there shall be any period of 60 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 $50 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;
	 
	 	     (f) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, (B)
appointment of 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 (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary
and, in each case, such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or
	 
	 	     (g) the Company or any Significant Subsidiary (A) 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, (B) 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



57








	     	
	 	Company or any Significant Subsidiary or
(C) effects any general assignment for the benefit of creditors.



          SECTION 6.02. Acceleration. If an Event of Default (other than an Event
of Default specified in clause (f) or (g) of Section 6.01 that occurs with
respect to the Company) occurs and is continuing under this 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 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, provided that any such declaration of acceleration
shall not become effective until the earlier of (A) five Business Days
after receipt of the acceleration notice by the administrative agent of any
Senior Indebtedness and (B) acceleration of the maturity of any Senior
Indebtedness. In the event of a declaration of acceleration because an Event
of Default set forth in clause (d) of Section 6.01 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 clause (d) of Section 6.01 shall be remedied or cured by the Company or the
relevant Unrestricted 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 clause (f) or (g) of Section 6.01
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.



          At any time after such declaration of acceleration, but before a judgment
or decree for the payment of money due has been obtained by the Trustee, 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) the Company has paid or deposited with the Trustee a sum sufficient to pay
(i) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses and disbursements and advances of the Trustee, it agents
and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and
premium, if any, on any Notes that have become due otherwise than by such
declaration or occurrence of acceleration and interest thereon at the rate
prescribed therefor by such Notes, and (iv) to the extent that payment for such
interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) 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 (c) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.



          SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, and at the direction of the Holders of at least a
majority in principal amount of the outstanding Notes shall, pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.



          
58










          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.



          SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and
9.02, the Holders of at least a majority in principal amount of the outstanding
Notes, by notice to the Trustee, may waive an existing Default or Event of
Default and its consequences, except a Default in the payment of principal of,
premium, if any, or interest on any Note as specified in clause (a) or (b) of
Section 6.01 or in respect of a covenant or provision of this Indenture which
cannot be modified or amended
without the consent of the Holder of each outstanding Note affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.



          SECTION 6.05. Control by Majority. The Holders of at least a majority in
aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee. 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 Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:


	     	
	 	     (i) the Holder has previously given the Trustee written notice of a
continuing Event of Default;
	 
	 	     (ii) the Holders of at least 25% in aggregate principal amount of
outstanding Notes shall have made a written request to the Trustee to
pursue such remedy;
	 
	 	     (iii) such Holder or Holders offer the Trustee indemnity reasonably
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
	 
	 	     (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.



          For purposes of Section 6.05 of this Indenture and this Section 6.06, the
Trustee shall comply with TIA Section 316(a) in making any determination of
whether the Holders of the required aggregate principal amount of outstanding
Notes have concurred in any request or direction of the Trustee to pursue any
remedy available to the Trustee or the Holders with respect to this Indenture
or the Notes or otherwise under the law.



          
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          A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over such other Holder.



          SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of the principal of, premium, if any, 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 in
payment of principal, premium or interest specified in clause (a), (b) or (c)
of Section 6.01 occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company or any
other obligor of the Notes for the whole amount of principal, premium, if any,
and accrued interest remaining unpaid, together with interest on overdue
principal, premium, if any, and, to the extent that payment of such interest is
lawful, interest on overdue installments of interest, in each case at the rate
specified in the Notes, 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 may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim 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) and the Holders allowed in any judicial proceedings relative to the
Company (or any other obligor of the Notes), its creditors or its property and
shall be entitled and empowered to collect and receive any monies, securities
or other property payable or deliverable upon conversion or exchange of the
Notes or upon any such claims and to distribute the same, and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay 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. Nothing herein contained shall be deemed to
empower the Trustee to authorize or consent to, or accept or adopt on behalf of
any Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.



          SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article Six, subject to Article Ten it shall pay out the money in the
following order:



          First: to the Trustee for all amounts due under Section 7.07;



          Second: to Holders for amounts then due and unpaid for principal of,
premium, if any, and interest on the Notes in respect of which or for the
benefit of which such money has



          
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been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Notes
for principal, premium, if any, and interest, respectively; and


          Third: to the Company or any other obligors of the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.



          The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.



          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of the suit, and
the court may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07, or a suit by Holders of more than 10% in principal amount of the
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, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.



          SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.



          SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article Six or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.



ARTICLE SEVEN

TRUSTEE


          SECTION 7.01. General. The duties and responsibilities of the Trustee
shall be as provided by the TIA and as set forth herein.



          
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          Except during the continuance of a Default, the Trustee shall not be
liable, except for the performance of such duties as are specifically set forth
in this Indenture. If an Event of Default has occurred and is continuing, the
Trustee shall use the same degree of care and skill in its exercise of the
rights and powers vested in it under this Indenture as a prudent person would
exercise under the circumstances in the conduct of such person’s own affairs.



          Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not assured to it. Whether or not herein
expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Article Seven.



          SECTION 7.02. Certain Rights of Trustee. Subject to TIA Sections 315(a)
through (d):


	     	
	 	     (i) the Trustee may rely, and shall be protected in acting or
refraining from acting, upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper person;
	 
	 	     (ii) before the Trustee acts or refrains from acting, it may require
an Officers’ Certificate or an Opinion of Counsel, which shall conform to
Section 11.04. The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such certificate or
opinion;
	 
	 	     (iii) the Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any attorney or
agent appointed with due care by it hereunder;
	 
	 	     (iv) 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;
	 
	 	     (v) 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 its
rights or powers, provided that the Trustee’s conduct does not constitute
negligence or bad faith;
	 
	 	     (vi) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officers’ Certificate; and



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	 	     (vii) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, financial statement, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company personally or by
agent or attorney.



          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 its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.



          SECTION 7.04. Trustee’s Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company’s use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.



          SECTION 7.05. Notice of Default. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to
any Responsible Officer of the Trustee, the Trustee shall mail to each Holder
in the manner and to the extent provided in TIA Section 313(c) notice of the
Default or Event of Default within 45 days after it occurs, unless such Default
or Event of Default has been cured; provided, however, that, except in the case
of a default in the payment of the principal of, premium, if any, or interest
on any Note, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or a Responsible Officer of the Trustee in good faith
determine that the withholding of such notice is in the interest of the
Holders.



          SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each August 15, beginning with August 15, 2002,
the Trustee shall mail to each Holder as provided in TIA Section 313(c) a brief
report dated as of such August 15, if required by TIA Section 313(a).



          A copy of each report at the time of its mailing to the Holders of
Securities shall be mailed to the Company and filed with the Commission and
each stock exchange on which the Securities are listed in accordance with TIA
Section 313(d). The Company shall promptly notify the Trustee when the
Securities are listed on any stock exchange or of any delisting thereof.



          SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee such compensation as shall be agreed upon in writing, from time to
time, for its services hereunder. The compensation of the Trustee shall not be
limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by the Trustee without
negligence or bad faith on its part. Such expenses shall include the
reasonable compensation and expenses of the Trustee’s agents and counsel.



          
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          The Company shall indemnify the Trustee, its directors, officers, agents
and employees for, and hold it harmless against, any loss or liability, cost or
expense incurred by it without negligence or bad faith on its part in
connection with the acceptance or administration of this Indenture and its
duties under this Indenture and the Notes, including, without limitation, the
costs and expenses of defending itself against any claim or liability and of
complying with any process served upon it or any of its officers in connection
with the exercise or performance of any of its powers or duties under this
Indenture and the Notes. 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, unless the
Company is materially prejudiced thereby. The Company shall defend the claim
and the Trustee shall cooperate in the defense. Unless otherwise set forth
herein, 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.



          To secure the Company’s payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, premium, if any, and interest on particular
Notes.



          If the Trustee incurs expenses or renders services after the occurrence of
an Event of Default specified in clause (g) or (h) of Section 6.01, the
expenses and the compensation for the services shall be intended to constitute
expenses of administration under Title 11 of the United States Bankruptcy Code
or any applicable federal or state law for the relief of debtors.



          The provisions of this Section 7.07 shall survive the resignation or
removal of the Trustee and termination of this Indenture.



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



          SECTION 7.08. Replacement of Trustee. 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.



          The Trustee may resign at any time by so notifying the Company in writing
at least 30 days prior to the date of the proposed resignation. The Holders of
a majority in principal amount of the outstanding Notes may remove the Trustee
by so notifying the Trustee in writing and may appoint a successor Trustee with
the consent of the Company. The Company may remove the Trustee if: (i) the
Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged
a bankrupt or an insolvent; (iii) a receiver or other public officer takes
charge of the Trustee or its property; or (iv) the Trustee becomes incapable of
acting.



          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 outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by



          
64










the Company.
If the successor Trustee does not deliver its written acceptance required by
the next succeeding paragraph of this Section 7.08 within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in principal amount of the outstanding Notes may, at
the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee.


          A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after the delivery of
such written acceptance, subject to the lien provided in Section 7.07, (i) the
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, (ii) the resignation or removal of the retiring Trustee
shall become effective and (iii) the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder. No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.



          If the Trustee is no longer eligible under Section 7.10 or shall fail to
comply with TIA Section 310(b), any Holder who satisfies the requirements of
TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee. If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 7.08, the Trustee shall resign immediately in the manner and
with the effect provided in this Section.



          The Company shall give notice of any resignation and any removal of the
Trustee and each appointment of a successor Trustee to all Holders. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.



          Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company’s obligation under Section 7.07 shall continue for the benefit of
the retiring Trustee.



          SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein, provided such corporation shall be otherwise qualified and eligible
under this Article.



          SECTION 7.10. Eligibility. This Indenture shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1). The Trustee shall have a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition that is subject to the requirements
of applicable federal or state supervising or examining authority. If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 7.10, the Trustee shall resign immediately in the manner and
with the effect specified in this Article.



          SECTION 7.11. Money Held in Trust. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree with the
Company. Money



          
65










held in trust by the Trustee need not be segregated from other
funds except to the extent required by law and except for money held in trust
under Article Eight of this Indenture.


ARTICLE EIGHT

DISCHARGE OF INDENTURE


          SECTION 8.01. Termination of Company’s Obligations. Except as otherwise
provided in this Section 8.01, the Company may terminate its obligations under
the Notes and this Indenture if:


	     	
	 	     (i) all Notes previously authenticated and delivered (other than
destroyed, lost or stolen Notes that have been replaced or Notes that are
paid pursuant to Section 4.01 or Notes for whose payment money or
securities have theretofore been held in trust and thereafter repaid to
the Company, as provided in Section 8.05) have been delivered to the
Trustee for cancellation and the Company has paid all sums payable by it
hereunder; or
	 
	 	     (ii) (A) the Notes mature within one year or all of them are to be
called for redemption within one year under arrangements satisfactory to
the Trustee for giving the notice of redemption, (B) the Company
irrevocably deposits in trust with the Trustee during such one-year
period, under the terms of an irrevocable trust agreement in form
and substance satisfactory to the Trustee, as trust funds solely for
the benefit of the Holders for that purpose, money or U.S. Government
Obligations sufficient (in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee), without consideration of any
reinvestment of any interest thereon, to pay principal, premium, if, any,
and interest on the Notes to maturity or redemption, as the case may be,
and to pay all other sums payable by it hereunder, (C) no Default or
Event of Default with respect to the Notes shall have occurred and be
continuing on the date of such deposit, (D) such deposit shall not result
in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a
party or by which it is bound and (E) the Company has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, in each case
stating that all conditions precedent provided for herein relating to the
satisfaction and discharge of this Indenture have been complied with.



          With respect to the foregoing clause (i), the Company’s obligations under
Section 7.07 shall survive. With respect to the foregoing clause (ii), the
Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the
Notes are no longer outstanding. Thereafter, only the Company’s obligations in
Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable
deposit, the Trustee upon request shall acknowledge in writing the discharge of
the Company’s obligations under the Notes and this Indenture except for those
surviving obligations specified above.



          SECTION 8.02. Defeasance and Discharge of Indenture. The Company shall be
deemed to have paid and shall be discharged from any and all obligations in
respect of the Notes on the 123rd day after the deposit referred to in clause
(1) of this Section 8.02, and the provisions of this Indenture shall no longer
be in effect with respect to the Notes, and the



          
66










Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same if:

	     	
	 	     (1) With reference to this Section 8.02, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee (or
another trustee satisfying the requirements of Section 7.10) and conveyed
all right, title and interest to the Trustee for the benefit of the
Holders, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee as trust funds in trust
specifically pledged to the Trustee for the benefit of the Holders as
security for payment of the principal of, or premium, if any, on the
Notes and dedicated solely to, the benefit of the Holders, in and to (x)
money in an amount, (y) U.S. Government Obligations that through the
payment of interest and principal in respect thereof in accordance with
their terms, shall provide, not later than one day before the due date of
any payment referred to in clause (x), money in an amount or (z) a
combination thereof in an amount sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay and
discharge, without consideration of the reinvestment of such interest and
after payment of all federal, state and local taxes or other charges and
assessments in respect thereof payable by the Trustee, the principal of,
premium, if any, and accrued interest on the outstanding Notes
on the Stated Maturity of such principal and interest; provided that
the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such U.S. Government Obligations to the payment of such
principal, premium, if any, and interest with respect to the Notes;
	 
	 	     (2) The Company has delivered to the Trustee (i) either (x) an
Opinion of Counsel to the effect that Holders will not recognize income,
gain or loss for federal income tax purposes as a result of the Company’s
exercise of its option under this Section 8.02 and shall be subject to
federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such deposit, defeasance and
discharge had not occurred, which Opinion of Counsel shall be based upon
(and accompanied by a copy of) a ruling of the Internal Revenue Service
to the same effect unless there has been a change in applicable federal
income tax law after the Closing Date such that a ruling is no longer
required or (y) a ruling directed to the Trustee received from the
Internal Revenue Service to the same effect as the aforementioned Opinion
of Counsel and (ii) an Opinion of Counsel to the effect that the creation
of the defeasance trust does not violate the Investment Company Act of
1940 and that after the passage of 123 days following the deposit
(except, with respect to any trust funds for the account of any Holder
who may be deemed to be an “insider” for purposes of the United States
Bankruptcy Code, after one year following the deposit), the trust funds
will not be subject to the effect of Section 547 of the United States
Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in
a case commenced by or against the Company under either such statute, and
either (i) the trust funds will no longer remain the property of the
Company (and therefore shall not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally) or (ii) if a court were to rule
under any such law in any case or proceeding that the trust funds
remained property of the Company, (a) assuming such trust funds remained
in the possession of the Trustee prior to such court ruling to the



67








	     	
	 	extent not paid to the Holders, the Trustee will hold, for the benefit of the
Holders, a valid and perfected security interest in such trust funds that
is not avoidable in bankruptcy or otherwise except for the effect of
Section 552(b) of the United States Bankruptcy Code on interest on the
trust funds accruing after the commencement of a case under such statute
and (b) the Holders will be entitled to receive adequate protection of
their interests in such trust funds if such trust funds are used in such
case or proceeding;


	     	
	 	     (3) immediately after giving effect to such deposit on a pro forma
basis, no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or during the period ending on the
123rd day after the date of such deposit, and such deposit shall not
result in a breach or violation of, or constitute a default under, any
other 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;
	 
	 	     (4) the Company is not prohibited from making payments in respect of
such notes by the provisions described in Article Ten;
	 
	 	     (5) if the Notes are then listed on a national securities exchange,
the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Notes will not be delisted as a result of such deposit,
defeasance and discharge; and
	 
	 	     (6) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.02 have been complied with.



          Notwithstanding the foregoing, prior to the end of the 123-day (or
one-year) period referred to in clause (2)(ii) of this Section 8.02, none of
the Company’s obligations under this Indenture shall be discharged. Subsequent
to the end of such 123-day (or one year) period with respect to this Section
8.02, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 2.14, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder and Article Ten (with respect to
payments in respect of Senior Subordinated Obligations other than with the
assets held in trust as described in this Section 8.02) shall survive until the
Notes are no longer outstanding. Thereafter, only the Company’s obligations in
Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from
the Internal Revenue Service or an Opinion of Counsel referred to in clause
(B)(1) of this Section 8.02 is able to be provided specifically without regard
to, and not in reliance upon, the continuance of the Company’s obligations
under Section 4.01, then the Company’s obligations under such Section 4.01
shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel
and compliance with the other conditions precedent provided for herein relating
to the defeasance contemplated by this Section 8.02.



          After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company’s obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.



          SECTION 8.03. Defeasance of Certain Obligations. The Company may omit to
comply with any term, provision or condition set forth in clause (3) of Section
5.01 and



          
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Sections 4.03 through 4.10 and Sections 4.19 and 4.20 and clauses (c),
(d) and (e) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.11
through 4.18 and clauses (e) and (f) of Section 6.01 shall be deemed not to be
Events of Default, in each case with respect to the outstanding Notes if:

	     	
	 	     (i) with reference to this Section 8.03, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee (or
another trustee satisfying the requirements of Section 7.10) and conveyed
all right, title and interest to the Trustee for the benefit of the
Holders, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee as trust funds in trust,
specifically pledged to the Trustee for the benefit of the Holders as
security for payment of the principal of, premium, if any, and interest,
if any, on the Notes, and dedicated solely to, the benefit of the
Holders, in and to (A) money in an amount, (B) U.S. Government
Obligations that, through the payment of interest, premium, if any, and
principal in respect thereof in accordance with their terms, shall
provide, not later than one day before the due date of any payment
referred to in this clause (i), money in an
amount or (C) a combination thereof in an amount sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, without consideration of the reinvestment of such
interest and after payment of all federal, state and local taxes or other
charges and assessments in respect thereof payable by the Trustee, the
principal of, premium, if any, and interest on the outstanding Notes on
the Stated Maturity of such principal or interest; provided that the
Trustee shall have been irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to the payment of such
principal, premium, if any, and interest with respect to the Notes;
	 
	 	     (ii) the Company has delivered to the Trustee an Opinion of Counsel
to the effect that (A) the creation of the defeasance trust does not
violate the Investment Company Act of 1940, (B) after the passage of 123
days following the deposit (except, with respect to any trust funds for
the account of any Holder who may be deemed to be an “insider” for
purposes of the United States Bankruptcy Code, after one year following
the deposit), the trust funds will not be subject to the effect of
Section 547 of the United States Bankruptcy Code or Section 15 of the New
York Debtor and Creditor Law in a case commenced by or against the
Company under either such statute, and either (1) the trust funds will no
longer remain the property of the Company (and therefore will not be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally) or
(2) if a court were to rule under any such law in any case or proceeding
that the trust funds remained property of the Company, (x) assuming such
trust funds remained in the possession of the Trustee prior to such court
ruling to the extent not paid to the Holders, the Trustee will hold, for
the benefit of the Holders, a valid and perfected security interest in
such trust funds that is not avoidable in bankruptcy or otherwise (except
for the effect of Section 552(b) of the United States Bankruptcy Code on
interest on the trust funds accruing after the commencement of a case
under such statute) and (y) the Holders will be entitled to receive
adequate protection of their interests in such trust funds if such trust
funds are used in such case or proceeding, (C) the Holders will not
recognize income, gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain



69








	     	
	 	covenants and Events of
Default and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would have been the case if
such deposit and defeasance had not occurred and (D) the Trustee, for the
benefit of the Holders, has a valid first-priority security interest in
the trust funds;


	     	
	 	     (iii) immediately after giving effect to such deposit on a pro forma
basis, no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or during the period ending on the
123rd day after such date of such deposit, and such deposit shall not
result in a breach or violation of, or constitute a default under, this
Indenture or any other 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;
	 
	 	     (iv) the Company is not prohibited from making payments in respect
of such notes by the provisions described in Article Ten;
	 
	 	     (v) if the Notes are then listed on a national securities exchange,
the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Notes will not be delisted as a result of such deposit,
defeasance and discharge; and
	 
	 	     (vi) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.03 have been complied with.



          SECTION 8.04. Application of Trust Money. Subject to Section 8.06, the
Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law.



          SECTION 8.05. Repayment to Company. Subject to Sections 7.07, 8.01, 8.02
and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company
upon request set forth in an Officers’ Certificate any excess money held by
them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years; provided
that the Trustee or Paying Agent before being required to make any payment may
cause to be published at the expense of the Company once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money at such Holder’s address (as set forth in the Security Register)
notice that such money remains unclaimed and that after a date specified
therein (which shall be at least 30 days from the date of such publication or
mailing) any unclaimed balance of such money then remaining shall be repaid to
the Company. After payment to the Company, Holders entitled to such money must
look to the Company for payment as general creditors unless an applicable law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.



          
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          SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 8.01,
8.02 or 8.03, as the case may be, by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as
the case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with Section
8.01, 8.02 or 8.03, as the case may be; provided that, if the Company has made
any payment of principal of, premium, if any, or interest on any Notes because
of the reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.



ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS


          SECTION 9.01. Without Consent of Holders. The Company, when authorized by
a resolution of its Board of Directors (as evidenced by a Board Resolution
delivered to the Trustee), and the Trustee may amend or supplement this
Indenture or the Notes without notice to or the consent of any Holder:


	     	
	 	     (1) to cure any ambiguity, defect or inconsistency in this
Indenture;
	 
	 	     (2) to comply with Article Five or Section 4.19;
	 
	 	     (3) to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the TIA;
	 
	 	     (4) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee; or
	 
	 	     (5) to make any change that, in the good faith opinion of the Board
of Directors as evidenced by a Board Resolution, does not materially and
adversely affect the rights of any Holder.



          SECTION 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07
and without prior notice to the Holders, the Company, when authorized by its
Board of Directors (as evidenced by a Board Resolution delivered to the
Trustee), and the Trustee may amend this Indenture and the Notes with the
written consent of the Holders of not less than a majority in aggregate
principal amount of the Notes then outstanding, and the Holders of not less
than a majority in aggregate principal amount of the Notes then outstanding by
written notice to the Trustee may waive future compliance by the Company with
any provision of this Indenture or the Notes.



          Notwithstanding the provisions of this Section 9.02, without the consent
of each Holder affected, an amendment or waiver, including a waiver pursuant to
Section 6.04, may not:



          
71









	     	
	 	     (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 reduce the optional
redemption prices of the Notes from that stated in Section 3.01;
	 
	 	     (iv) change the place or currency of payment of principal of, or
premium, if any, or interest on, any Note;
	 
	 	     (v) impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity (or, in the case of redemption,
on or after the Redemption Date) on any Note;
	 
	 	     (vi) waive a Default in the payment of principal of, premium, if
any, or interest on, any Note;
	 
	 	     (vii) modify any of the provisions of this Section 9.02, except to
increase any such percentage or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the
Holder of each outstanding Note affected thereby; or
	 
	 	     (viii) modify the provisions of Article Ten in a manner adverse to
the Holders.



          It shall not be necessary for the consent of the Holders 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.



          After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. The Company shall mail
supplemental indentures to Holders upon request. 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 supplemental indenture or waiver.



          SECTION 9.03. Revocation and Effect of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on
receipt by the Trustee of written consents from the Holders of the requisite
percentage in principal amount of the outstanding Notes.



          The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a



          
72










record date is fixed, then, notwithstanding the
last two sentences of the immediately preceding paragraph, those persons who
were Holders at such record date (or their duly designated proxies) and only
those persons shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such persons
continue to be Holders after
such record date. No such consent shall be valid or effective for more
than 90 days after such record date.


          After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it is of the type described in the second paragraph of
Section 9.02. In case of an amendment or waiver of the type described in the
second paragraph of Section 9.02, the amendment or waiver shall bind each
Holder who has consented to it and every subsequent Holder of a Note that
evidences the same indebtedness as the Note of the consenting Holder.



          SECTION 9.04. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver such Note to the Trustee. At the Company’s expense, the
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder and the Trustee may place an appropriate notation
on any Note thereafter authenticated. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Note shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms. Failure
to make the appropriate notation, or issue a new Note, shall not affect the
validity and effect of such amendment, supplement or waiver.



          SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture and that it shall be valid and binding upon the Company. Subject to
the preceding sentence, the Trustee shall sign such amendment, supplement or
waiver if the same does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver that affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.



          SECTION 9.06. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.



ARTICLE TEN

SUBORDINATION OF NOTES


     SECTION 10.01. Notes Subordinated to Senior Indebtedness. The Company and
the Trustee each covenants and agrees, and each Holder, by its acceptance of a
Note, likewise covenants and agrees that all Notes shall be issued subject to
the provisions of this Article Ten; and each Person holding any Note, whether
upon original issue or upon transfer, assignment or exchange thereof, accepts
and agrees that Senior Subordinated Obligations shall, to the extent and in the
manner set forth in this Article Ten, be
subordinated in right of payment to the prior payment in full, in cash or
cash equivalents, of all existing and future Senior


73








Indebtedness (including any
interest accruing subsequent to an event specified in Sections 6.01(f) and
6.01(g) of this Indenture, whether or not such interest is an allowed claim
enforceable against the debtor under the United States Bankruptcy Code).


          SECTION 10.02. No Payment on Notes in Certain Circumstances. (a) No
direct or indirect payment by or on behalf of the Company of Senior
Subordinated Obligations (other than with the money, securities or proceeds
held under any defeasance trust established in accordance with this Indenture),
whether pursuant to the terms of the Notes or upon acceleration or otherwise
shall be made if, at the time of such payment, there exists a default in the
payment of all or any portion of the obligations on any Senior Indebtedness of
the Company and such default shall not have been cured or waived or the
benefits of this sentence waived by or on behalf of the holders of such Senior
Indebtedness.


	     	
	 	     (b) During the continuance of any other event of default with respect to
any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated, upon receipt by the Trustee of written notice from the trustee
or other representative for the holders of such Designated Senior Indebtedness
(or the holders of at least a majority in principal amount of such Designated
Senior Indebtedness then outstanding), no payment of Senior Subordinated
Obligations (other than with the money, securities or proceeds held under any
defeasance trust established in accordance with this Indenture) may be made by
or on behalf of the Company upon or in respect of the Notes for a period (a
“Payment Blockage Period”) commencing on the date of receipt of such notice and
ending 179 days thereafter (unless, in each case, such Payment Blockage Period
shall be terminated by written notice to the Trustee from such trustee of, or
other representatives for, such holders or by payment in full in cash or cash
equivalents of such Designated Senior Indebtedness or such event of default has
been cured or waived). Not more than one Payment Blockage Period may be
commenced with respect to the Notes during any period of 360 consecutive days.
Notwithstanding anything in this Indenture to the contrary, there must be 180
consecutive days in any 360-day period in which no Payment Blockage Period is
in effect. No event of default that existed or was continuing (it being
acknowledged that any subsequent action that would give rise to an event of
default pursuant to any provision under which an event of default previously
existed or was continuing shall constitute a new event of default for this
purpose) on the date of the commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period shall be, or shall be made, the basis for the commencement of a second
Payment Blockage Period by the representative for, or the holders of, such
Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such event of default shall have been cured or waived
for a period of not less than 90 consecutive days.
	 
	 	     (c) In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by
Section 10.02(a) or 10.02(b) of this Indenture, the Trustee shall promptly
notify the holders of Senior Indebtedness of such prohibited payment and such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that, upon
notice from the Trustee to the holders of Senior Indebtedness that such
prohibited payment has been made, the holders of the Senior Indebtedness (or
their representative or representatives of a



74








	     	
	 	trustee) within 30 days of receipt
of such notice from the Trustee notify the Trustee of the amounts then due and
owing on the Senior Indebtedness, if any, and only the amounts specified in
such notice to the Trustee shall be paid to the holders of Senior Indebtedness
and any excess above such amounts due and owing on Senior Indebtedness shall be
paid to the Company.



          SECTION 10.03. Payment over of Proceeds upon Dissolution, Etc. (a) Upon
any payment or distribution of assets or securities of the Company of any kind
or character, whether in cash, property or securities (other than with the
money, securities or proceeds held under any defeasance trust established in
accordance with this Indenture), in connection with any dissolution or winding
up or total or partial liquidation or reorganization of the Company, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
proceedings or other marshalling of assets for the benefit of creditors, all
amounts due or to become due upon all Senior Indebtedness shall first be paid
in full, in cash or cash equivalents, before the Holders or the Trustee on
their behalf shall be entitled to receive any payment by (or on behalf of) the
Company on account of Senior Subordinated Obligations, or any payment to
acquire any of the Notes for cash, property or securities, or any distribution
with respect to the Notes of any cash, property or securities. Before any
payment may be made by, or on behalf of, the Company on any Senior Subordinated
Obligations (other than with the money, securities or proceeds held under any
defeasance trust established in accordance with this Indenture), upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets or securities of the Company of any kind or character,
whether in cash, property or securities, to which the Holders or the Trustee on
their behalf would be entitled, but for the provisions of this Article Ten,
shall be made by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person making such payment or
distribution or by the Holders or the Trustee if received by them or it,
directly to the holders of the Senior Indebtedness (proportionately to such
holders as their respective interests may appear) or their representatives or
to any trustee or trustees under any indenture pursuant to which any such
Senior Indebtedness may have been issued, as their respective interests appear,
to the extent necessary to pay all such Senior Indebtedness in full, in cash or
cash equivalents after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Indebtedness.


	     	
	 	     (b) To the extent any payment of Senior Indebtedness (whether by or on
behalf of the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy,
liquidating trustee or other similar Person, the Senior Indebtedness or part
thereof originally intended to be satisfied shall be deemed to be reinstated
and outstanding as if such payment had not occurred. To the extent the
obligation to repay any Senior Indebtedness is declared to be fraudulent,
invalid, or otherwise set aside under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then the obligation so declared
fraudulent, invalid or otherwise set aside (and all other amounts that would
come due with respect thereto had such obligation not been so affected) shall
be deemed
to be reinstated and outstanding as Senior Indebtedness for all purposes
hereof as if such declaration, invalidity or setting aside had not occurred.



75










	     	
	 	     (c) In the event that, notwithstanding the foregoing provision prohibiting
such payment or distribution, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property
or securities, shall be received by the Trustee or any Holder at a time when
such payment or distribution is prohibited by Section 10.03(a) of this
Indenture and before all obligations in respect of Senior Indebtedness are paid
in full, in cash or cash equivalents, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness (proportionately to such
holders as their respective interests may appear) or their representatives, or
to the trustee or trustees under any indenture pursuant to which any such
Senior Indebtedness may have been issued, as their respective interests appear,
for application to the payment of Senior Indebtedness remaining unpaid until
all such Senior Indebtedness has been paid in full, in cash or cash
equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Indebtedness.
	 
	 	     (d) For purposes of this Section 10.03, the words “cash, property or
securities” shall not be deemed to include, so long as the effect of this
clause is not to cause the Notes to be treated in any case or proceeding or
similar event described in this Section 10.03 as part of the same class of
claims as the Senior Indebtedness or any class of claims pari passu with, or
senior to, the Senior Indebtedness for any payment or distribution, securities
of the Company or any other corporation provided for by a plan of
reorganization or readjustment that are subordinated, at least to the extent
that the Notes are subordinated, to the payment of all Senior Indebtedness then
outstanding; provided that (1) if a new corporation results from such
reorganization or readjustment, such corporation assumes the Senior
Indebtedness and (2) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the sale, conveyance, transfer, lease or other
disposition of all or substantially all of its property and assets to another
corporation upon the terms and conditions provided in Article Five of this
Indenture shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section 10.03 if such other corporation
shall, as a part of such consolidation, merger, sale, conveyance, transfer,
lease or other disposition, comply (to the extent required) with the conditions
stated in Article Five of this Indenture.



          SECTION 10.04. Subrogation. (a) Upon the payment in full of all Senior
Indebtedness in cash or cash equivalents, the Holders shall be subrogated to
the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such
Senior Indebtedness until the principal of, premium, if any, and interest on
the Notes shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders or the Trustee on their
behalf would be entitled except for the provisions of this Article Ten, and no
payment pursuant to the provisions of this Article Ten to the holders of Senior
Indebtedness by Holders or the Trustee on their behalf shall, as between the
Company, its creditors other than
holders of Senior Indebtedness, and the Holders, be deemed to be a payment
by the Company to or on account of the Senior Indebtedness. It is understood
that the provisions of this Article Ten are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders
of the Senior Indebtedness, on the other hand.



          
76









	     	
	 	     (b) If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article Ten shall have been
applied, pursuant to the provisions of this Article Ten, to the payment of all
amounts payable under Senior Indebtedness, then, and in such case, the Holders
shall be entitled to receive from the holders of such Senior Indebtedness any
payments or distributions received by such holders of Senior Indebtedness in
excess of the amount required to make payment in full, in cash or cash
equivalents, of such Senior Indebtedness of such holders.



          SECTION 10.05. Obligations of Company Unconditional. (a) Nothing
contained in this Article Ten or elsewhere in this Indenture or in the Notes is
intended to or shall impair, as among the Company and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of, premium, if any, and interest on the Notes as and
when the same shall become due and payable in accordance with their terms, or
is intended to or shall affect the relative rights of the Holders and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Holders or the Trustee on their behalf
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Ten of
the holders of the Senior Indebtedness.


	     	
	 	     (b) Without limiting the generality of the foregoing, nothing contained in
this Article Ten shall restrict the right of the Trustee or the Holders to take
any action to declare the Notes to be due and payable prior to their Stated
Maturity pursuant to Section 6.01 of this Indenture or to pursue any rights or
remedies hereunder; provided, however, that all Senior Indebtedness then due
and payable or thereafter declared to be due and payable shall first be paid in
full, in cash or cash equivalents, before the Holders or the Trustee are
entitled to receive any direct or indirect payment from the Company of Senior
Subordinated Obligations.



          SECTION 10.06. Notice to Trustee. (a) The Company shall give prompt
written notice to the Trustee of any fact known to the Company that would
prohibit the making of any payment to or by the Trustee in respect of the Notes
pursuant to the provisions of this Article Ten. The Trustee shall not be
charged with the knowledge of the existence of any default or event of default
with respect to any Senior Indebtedness or of any other facts that would
prohibit the making of any payment to or by the Trustee unless and until the
Trustee shall have received notice in writing at its Corporate Trust Office to
that effect signed by an Officer of the Company, or by a holder of Senior
Indebtedness or trustee or agent thereof; and prior to the receipt of any such
written notice, the Trustee shall, subject to Article Seven, be entitled to
assume that no such facts exist; provided that, if the Trustee shall not have
received the notice provided for in this Section 10.06 at least two Business
Days prior to the date upon which, by the terms of this Indenture, any monies
shall become payable for any purpose (including, without limitation, the
payment of the
principal of, premium, if any, or interest on any Note), then,
notwithstanding anything herein to the contrary, the Trustee shall have full
power and authority to receive any monies from the Company and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary that may be received by it on or after such prior
date except for an acceleration of the Notes prior to such application.
Nothing contained in this Section 10.06 shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by this Article Ten.
The foregoing shall not apply if the Paying Agent is the Company. The Trustee
shall be entitled to rely on the delivery to it of a



          
77










written notice by a Person
representing himself or itself to be a holder of any Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish
that such notice has been given by a holder of such Senior Indebtedness or a
trustee or representative on behalf of any such holder.

	     	
	 	     (b) In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Ten, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article Ten and, if such evidence is not
furnished to the Trustee, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.



          SECTION 10.07. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets or securities referred to in
this Article Ten, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding up, liquidation or reorganization proceedings
are pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person making such payment or
distribution, delivered to the Trustee or to the Holders for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Ten.



          SECTION 10.08. Trustee’s Relation to Senior Indebtedness. (a) The
Trustee and any Paying Agent shall be entitled to all the rights set forth in
this Article Ten with respect to any Senior Indebtedness that may at any time
be held by it in its individual or any other capacity to the same extent as any
other holder of Senior Indebtedness and nothing in this Indenture shall deprive
the Trustee or any Paying Agent of any of its rights as such holder.


	     	
	 	     (b) With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness
(except as provided in Sections 10.02(c) and 10.03(c) of this Indenture) and
shall not be liable to any such holders if the Trustee shall in good faith
mistakenly pay over or distribute to Holders of Notes or to the Company or to
any other person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article Ten or otherwise.



          SECTION 10.09. Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Indebtedness. No right of any present or
future holders of any Senior Indebtedness to enforce subordination as provided
in this Article Ten shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or by any act or failure
to act, in good faith, by any such holder, or by any noncompliance by the



          
78










Company with the terms of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with. The provisions of
this Article Ten are intended to be for the benefit of, and shall be
enforceable directly by, the holders of Senior Indebtedness.


          SECTION 10.10. Holders Authorize Trustee to Effectuate Subordination of
Notes. Each Holder by his acceptance of any Notes authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article Ten, and
appoints the Trustee his attorney-in-fact for such purposes, including, in the
event of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the property and assets of the
Company, the filing of a claim for the unpaid balance of its Notes in the form
required in those proceedings. If the Trustee does not file a proper claim or
proof in indebtedness in the form required in such proceeding at least 30 days
before the expiration of the time to file such claim or claims, each holder of
Senior Indebtedness is hereby authorized to file an appropriate claim for and
on behalf of the Holders.



          SECTION 10.11. Not to Prevent Events of Default. The failure to make a
payment on account of principal of, premium, if any, or interest on the Notes
by reason of any provision of this Article Ten shall not be construed as
preventing the occurrence of an Event of Default.



          SECTION 10.12. Trustee’s Compensation Not Prejudiced. Nothing in this
Article Ten shall apply to amounts due to the Trustee pursuant to other
sections of this Indenture, including Section 7.07.



          SECTION 10.13. No Waiver of Subordination Provisions. Without in any way
limiting the generality of Section 10.09, the holders of Senior Indebtedness
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders, without incurring responsibility to the Holders and
without impairing
or releasing the subordination provided in this Article Ten or the
obligations hereunder of the Holders to the holders of Senior Indebtedness, do
any one or more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (c) release any Person liable in any manner for the
collection of Senior Indebtedness; and (d) exercise or refrain from exercising
any rights against the Company and any other Person.



          SECTION 10.14. Payments May Be Paid Prior to Dissolution. Nothing
contained in this Article Ten or elsewhere in this Indenture shall prevent (i)
the Company, except under the conditions described in Section 10.02 or 10.03,
from making payments of principal of, premium, if any, and interest on the
Notes, or from depositing with the Trustee any money for such payments, or (ii)
the application by the Trustee of any money deposited with it for the purpose
of making such payments of principal of, premium, if any, and interest on the
Notes to the holders entitled thereto unless, at least two Business Days prior
to the date upon which such payment becomes due and payable, the Trustee shall
have received the written notice provided



          
79










for in Section 10.02(b) of this
Indenture (or there shall have been an acceleration of the Notes prior to such
application) or in Section 10.06 of this Indenture. The Company shall give
prompt written notice to the Trustee of any dissolution, winding up,
liquidation or reorganization of the Company.


          SECTION 10.15. Consent of Holders of Senior Indebtedness. The provisions
of this Article Ten (including the definitions contained in this Article and
references to this Article contained in this Indenture) shall not be amended in
a manner that would adversely affect the rights of the holders of then
outstanding Senior Indebtedness, and no such amendment shall become effective
unless the holders of such Senior Indebtedness shall have consented (in
accordance with the provisions of such Indebtedness to such amendment. The
Trustee shall be entitled to receive and rely on an Officers’ Certificate
stating that such consent has been given.



          SECTION 10.16. Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article Eight by the Trustee for the
payment of principal of, premium, if any, and interest on the Notes shall not
be subordinated to the prior payment of any Senior Indebtedness (provided that,
at the time deposited, such deposit did not violate any then outstanding Senior
Indebtedness), and none of the Holders shall be obligated to pay over any such
amount to any holder of Senior Indebtedness.



ARTICLE ELEVEN

MISCELLANEOUS


          SECTION 11.01. Trust Indenture Act of 1939. Prior to the effectiveness of the Registration Statement, this
Indenture shall incorporate and be governed by the provisions of the TIA that
are required to be part of and to govern indentures qualified under the TIA.
After the effectiveness of the Registration Statement, this Indenture shall be
subject to the provisions of the TIA that are required to be a part of this
Indenture and shall, to the extent applicable, be governed by such provisions.



          SECTION 11.02. Notices. Any notice, request or communication shall be
sufficiently given if in writing and delivered in person, mailed by first-class
mail or sent by telecopier transmission addressed as follows:



          if to the Company:



          Ingram Micro Inc.
1600 E. Saint Andrew Place
Santa Ana, CA 92705



          Telecopier No.: (714) 566-9370



          Attention: World-Wide Treasurer



          if to the Trustee:



          
80










          Bank One Trust Company, N.A.
201 N. Central Avenue
Phoenix, AZ 85004



          Telecopier No.: (602) 221-1711



          Attention: Corporate Trust Department



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



          Any notice or communication mailed to a Holder shall be mailed to it at
its address as it appears on the Security Register by first-class mail and
shall be sufficiently given to the Holder if so mailed within the time
prescribed. Any notice or communication shall also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. Copies of
any such communication or notice to a Holder shall also be mailed to the
Trustee and each Agent at the same time.



          Failure to mail a notice or communication to a Holder as provided herein
or any defect in any such notice or communication shall not affect its
sufficiency with respect to other Holders. Except for a notice to the Trustee,
which is deemed given only when received, and except as otherwise provided in
this Indenture, if a notice or communication is mailed in the manner provided
in this Section 11.02, it is duly given, whether or not the addressee receives
it.



          Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



          In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.



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



          SECTION 11.03. Certificate and 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:


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



81










	     	
	 	     (ii) an Opinion of Counsel stating that, in the opinion of such
Counsel, all such conditions precedent have been complied with.



          SECTION 11.04. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


	     	
	 	     (i) a statement that each person signing such certificate or opinion
has read such covenant or condition and the definitions herein relating
thereto;
	 
	 	     (ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statement or opinion contained in such
certificate or opinion is based;
	 
	 	     (iii) a statement that, in the opinion of each such person, the
person has made such examination or investigation as is necessary to
enable the person 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 each such
person, such condition or covenant has been complied with; provided,
however, that, with respect to matters of fact, an Opinion of Counsel may
rely on an Officers’ Certificate or certificates of public officials.



          SECTION 11.05. Rules by Trustee, Paying Agent or Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.



          SECTION 11.06. Payment Date Other Than a Business Day. If an Interest
Payment Date, Redemption Date, Payment Date, Stated Maturity or date of
maturity of any Note shall not be a Business Day, then payment of principal of,
premium, if any, or interest on such Note, as the case may be, need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date, Payment Date or
Redemption Date, or at the Stated Maturity or date of maturity of such Note;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date
of maturity, as the case may be.



          SECTION 11.07. Governing Law. This Indenture and the Notes shall be
governed by the laws of the State of New York. The Trustee, the Company and
the Holders agree to submit to the jurisdiction of the courts of the State of
New York in any action or proceeding arising out of or relating to this
Indenture or the Notes.



          
82










          SECTION 11.08. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.



          SECTION 11.09. No Recourse Against Others. No recourse for the payment of
the principal of, premium, if any, or interest on any of the Notes, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company contained in this
Indenture or in any of the Notes, or because of the creation of any
Indebtedness represented thereby, shall be had against any incorporator or
against any past, present or future partner, stockholder, other equityholder,
officer, director, employee or controlling person, as such, of the Company or
of any successor Person, either directly or through the Company or any
successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Notes.



          SECTION 11.10. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successor.



          SECTION 11.11. Duplicate 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 11.12. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



          SECTION 11.13. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


83










SIGNATURES


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


	 	 	 
	 	INGRAM MICRO INC.
	 
 
	 	By:  /s/ JAMES F. RICKETTS
	 	

		
Name:  James F. Ricketts
	
	
	
	

	 	 	
Title:  Corporate Vice President and Treasurer



	 	 	 
	 	BANK ONE TRUST COMPANY, N.A.
	 
 
	 	By:  /s/ GREGORY CROSS
	 	

	 	
Name:  Gregory Cross
	
	
	
	

	 	 	
Title:  Vice President




[SIGNATURE PAGE TO THE INDENTURE]


 










EXHIBIT A


[APPLICABLE LEGENDS]


[FACE OF NOTE]


INGRAM MICRO INC.


9 7/8% Senior Subordinated Note due 2008


[CUSIP][CINS][_________]


No.      $


          INGRAM MICRO INC. a Delaware corporation (the “Company”, which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to      , or its registered assigns, the principal
sum of      ($     ) on August 15, 2008.



          Interest Payment Dates: February 15 and August 15, commencing February
15, 2002.



          Regular Record Dates: February 1 and August 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.



          


A-1










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


	 	 	 
	 	INGRAM MICRO INC.
	 
 
	 	By: 
	 	

	 	
Name:
	
	
	
	

	 	 	
Title:



	 	 	 
	 	By: 
	 	

	 	
Name:
	
	
	
	

	 	 	
Title:




(Trustee’s Certificate of Authentication)


This is one of the 9.875% Senior Subordinated Notes due 2008 described in the
within-mentioned Indenture.


	 	 	 
	Date: [________, ____]	BANK ONE TRUST COMPANY, N.A., as Trustee
	 
 
	 	By: 
	 	

	 	
Authorized Signatory




A-2








[REVERSE SIDE OF NOTE]


INGRAM MICRO INC.


9 7/8% Senior Subordinated Note due 2008


1.     Principal and Interest.


          The Company shall pay the principal of this Note on August 15, 2008.



          The Company promises to pay interest on the principal amount of this Note
on each Interest Payment Date, as set forth below, at the rate per annum shown
above.



          Interest shall be payable semiannually (to the holders of record of the
Notes at the close of business on the February 15 or August 15 immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing
February 15, 2002.



          If neither an exchange offer (the “Exchange Offer”) registered under the
Securities Act is consummated nor a shelf registration statement (the “Shelf
Registration Statement”) under the Securities Act with respect to resales of
the Notes is declared effective by the Commission, on or before February 16,
2002 in accordance with the terms of the Registration Rights Agreement dated
August 16, 2001 among the Company and Morgan Stanley & Co. Incorporated,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho International plc
and Scotia Capital (USA) Inc., then the annual interest rate borne by the Notes
shall be increased by 0.5% from the rate shown above accruing from February 16,
2002, payable in cash semiannually, in arrears, on each Interest Payment Date,
commencing August 15, 2002 until the earlier of the consummation of the
Exchange Offer or the effectiveness of the Shelf Registration Statement. The
Holder of this Note is entitled to the benefits of such Registration Rights
Agreement.



          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 August 15, 2001;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such Interest Payment Date. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months on a corporate bond basis.



          The Company shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at a
rate per annum that is 2% in excess of the rate otherwise payable.



2.     Method of Payment.


          The Company shall pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each February 15 and August
15, commencing February 15, 2002 to the persons who are Holders (as reflected
in the Security Register at the close of business on the February 1 or August 1
immediately preceding the Interest Payment Date), in each case, even if the
Note is cancelled on registration of transfer or registration of exchange after
such record date; provided that, with respect to the payment of principal, the



          


A-3










Company shall make payment to the Holder that surrenders this Note to a
Paying Agent on or after August 15, 2008.


          The Company shall pay principal, premium, if any, and as provided above,
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay
principal, premium, if any, and interest by its check payable in such money.
It may mail an interest check to a Holder’s registered address (as reflected in
the Security Register). If a payment date is a date other than a Business Day
at a place of payment, payment may be made at that place on the next succeeding
day that is a Business Day and no interest shall accrue for the intervening
period.



          The Notes may be exchanged or transferred at the office or agency of the
Company in The Borough of Manhattan, The City of New York. Initially, Bank One
Trust Company, N.A., 14 Wall Street, 8th Floor, New York, New York shall serve
as such office. If you give the Company wire transfer instructions, the
Company shall pay all principal, premium and interest on your Notes to an
account maintained with a bank located in the United States in accordance with
your instructions. If the Company is not given wire transfer instructions,
payments of principal, premium and interest shall be made at the office or
agency of the paying agent which shall initially be the Trustee, unless the
Company elects to make interest payments by check mailed to the Holders.



3.     Paying Agent and Registrar.


          Initially, Bank One Trust Company, N.A. (the “Trustee”) shall act as
authenticating agent, Paying Agent and Registrar. The Company may change any
authenticating agent, Paying Agent or Registrar without notice. The Company,
any Subsidiary or any Affiliate of any of them may act as Paying Agent,
Registrar or co-Registrar.



4.     Indenture; Limitations.


          The Company issued the Notes under an Indenture dated as of August 16,
2001 (the “Indenture”), between the Company and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise indicated. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act. The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this
Note and the terms of the Indenture, the terms of the Indenture shall control.



          The Notes are general unsecured obligations of the Company.



          The Company may, subject to Article Four of the Indenture and applicable
law, issue additional Notes under the Indenture.



5.     Optional Redemption.


          The Notes are redeemable, at the Company’s option, in whole or in part, at
any time, or from time to time, on or after August 15, 2005 and prior to
maturity, upon not less than



          
A-4










30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s last address, as it appears in the Security Register, at the following
Redemption Prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date), if redeemed during the
12-month period commencing August 15 of the years set forth below:



	 	 	 	 	 
	 	 	Redemption
	Year	 	Price
	
	 	

	2005
	 	 	104.938	%
	
	
	
	

	2006
	 	 	102.469	%
	
	
	
	

	2007 and thereafter
	 	 	100.000	%



          In addition, at any time, or from time to time, on or prior to August 15,
2004, the Company may redeem up to 35% of the aggregate principal amount of the
Notes with the Net Cash Proceeds of one or more sales of Capital Stock of the
Company (other than Disqualified Stock) at a Redemption Price (expressed as a
percentage of principal amount) of 109.875%, plus accrued and unpaid interest
to the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on an Interest Payment Date); provided that (i) at least 65% of
the aggregate principal amount of Notes originally issued on the Closing Date
remains outstanding after each such redemption and (ii) notice of each such
redemption is mailed within 90 days after each such sale of Capital Stock.



          Notes in original denominations larger than $1,000 may be redeemed in
part. On and after the Redemption Date, interest ceases to accrue on Notes or
portions of Notes called for redemption, unless the Company defaults in the
payment of the Redemption Price.



6.     Repurchase upon Change of Control.


          Upon the occurrence of any Change of Control, each Holder shall have the
right to require the repurchase of its Notes by the Company in cash pursuant to
the Offer to Purchase described in the Indenture at a purchase price equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase (the “Payment Date”).



          A notice of such Change of Control shall be mailed within 30 days after
any Change of Control occurs to each Holder at its last address as it appears
in the Security Register. Notes in original denominations larger than $1,000
may be sold to the Company in part. On and after the Payment Date, interest
ceases to accrue on Notes or portions of Notes surrendered for purchase by the
Company, unless the Company defaults in the payment of the purchase price.



7.     Denominations; Transfer; Exchange.


          The Notes are in registered form without coupons in denominations of
$1,000 of principal amount and integral multiples of $1,000 in excess thereof.
A Holder may register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not



          
A-5










register the transfer or exchange of any Notes selected for redemption.
Also, it need not register the transfer or exchange of any Notes for a period
of 15 days before the day of mailing of a notice of redemption of Notes
selected for redemption.


8.     Persons Deemed Owners.


          A Holder shall be treated as the owner of a Note for all purposes.



9.     Unclaimed Money.


          If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an applicable law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.



10.     Discharge Prior to Redemption or Maturity.


          If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, the
Company shall be discharged from the Indenture and the Notes, except in certain
circumstances for certain provisions thereof, and (b) to the Stated Maturity,
the Company shall be discharged from certain covenants set forth in the
Indenture.



11.     Amendment; Supplement; Waiver.


          Subject to certain exceptions, the Indenture or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding, and any existing default or
compliance with any provision may be waived with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding. Without
notice to or the consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.



12.     Restrictive Covenants.


          The Indenture imposes certain limitations on the ability of the Company
and its Restricted Subsidiaries, among other things, to Incur additional
Indebtedness, Incur Senior Subordinated Indebtedness, make Restricted Payments,
suffer to exist restrictions on the ability of Restricted Subsidiaries to make
certain payments to the Company, issue Capital Stock of Restricted
Subsidiaries, Guarantee Indebtedness of the Company, engage in transactions
with Affiliates, suffer to exist or incur Liens, enter into sale-leaseback
transactions, use the proceeds from Asset Sales, or merge, consolidate or
transfer substantially all of its assets. Within 45 days after the end of each
of the first three fiscal quarters of each year and within 90 days after the
end of the last fiscal quarter of each year, the Company shall deliver to the
Trustee an Officers’ Certificate stating whether or not the signers thereof
know of any Default or Event of Default under such restrictive covenants during
such fiscal quarter.



          
A-6










13.     Fall Away Event.


          The Company’s and its Restricted Subsidiaries’ obligations to comply with
most of the covenants in the Indenture and with Article Five of the Indenture
relating to consolidation, merger and sale of assets will terminate if and when
the Notes achieve Investment Grade Status, provided that the Company’s and its
Restricted Subsidiaries’ obligations to comply with such provisions will be
reinstated as to events occurring after the Notes cease to have Investment
Grade Status.



14.     Successor Persons.


          When a successor person or other entity assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor person shall be
released from those obligations.



15.     Defaults and Remedies.


          Any of the following events constitutes an “Event of Default” under the
Indenture:


	     	
	 	     (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise, whether or not such payment is
prohibited by the subordination provisions of the Indenture;
	 
	 	     (b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30
days, whether or not such payment is prohibited by the subordination
provisions of the Indenture;
	 
	 	     (c) the Company defaults in the performance of or breaches any other
covenant or agreement in the Indenture or under the Notes (other than a
default specified in clause (a) or (b) above) and such default or breach
continues for a period of 60 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal amount of
the Notes;
	 
	 	     (d) there occurs with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an outstanding
principal amount of $50 million or more in the aggregate for all such
issues of all such Persons, whether such Indebtedness now exists or shall
hereafter be created, (A) 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 60 days of
such acceleration and/or (B) 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;
	 
	 	     (e) any final judgment or order (not covered by insurance) for the
payment of money in excess of $50 million in the aggregate for all such
final judgments or orders



A-7








	     	
	 	against all such Persons (treating any deductibles, self-insurance
or retention as not so covered) shall be rendered against the Company or
any Significant Subsidiary and shall not be paid or discharged, and there
shall be any period of 60 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 $50 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;


	     	
	 	     (f) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, (B)
appointment of 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 (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary
and, in each case, such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or
	 
	 	     (g) the Company or any Significant Subsidiary (A) 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, (B) 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
(C) effects any general assignment for the benefit of creditors.



          If an Event of Default (except as described below), as defined in the
Indenture, occurs and is continuing, the Trustee may, and at the direction of
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding shall, declare all the Notes to be due and payable. If a
bankruptcy or insolvency default with respect to the Company or any Guarantor
occurs and is continuing, the Notes automatically become due and payable.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders
of at least a majority in principal amount of the Notes then outstanding may
direct the Trustee in its exercise of any trust or power.



16.     Subordination.


          The payment of the Notes will, to the extent set forth in the Indenture,
be subordinated in right of payment to the prior payment in full, in cash or
cash equivalents, of all Senior Indebtedness.



17.     Trustee Dealings with the Company.


          The Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from and perform services for the Company,
the Guarantors or their



          
A-8










Affiliates and may otherwise deal with the Company, the Guarantors or
their Affiliates as if it were not the Trustee.


18.     No Recourse Against Others.


          No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture, or in any of the Notes or because of
the creation of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer, director, employee or controlling person of
the Company or of any successor Person thereof. Each Holder, by accepting the
Notes, waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.



19.     Authentication.


          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.



20.     Abbreviations.


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



          The Company shall furnish a copy of the Indenture to any Holder upon
written request and without charge. Requests may be made to Ingram Micro Inc.
1600 E. Saint Andrew Place, Santa Ana, CA 92705; Attention: World-Wide
Treasurer.



          
A-9








[FORM OF TRANSFER NOTICE]


          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto



Insert Taxpayer Identification No.


—


Please print or typewrite name and address including zip code of assignee


—


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing      
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.



[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES,

PERMANENT OFFSHORE GLOBAL NOTES AND UNLEGENDED PHYSICAL NOTES]


          In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date the Shelf Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:



[Check One]



	       	 	  	[  ](a) this Note is being transferred in compliance with the exemption
from registration under the Securities Act of 1933

         
provided by Rule 144A thereunder.



or



	       	 	  	[  ](b) this Note is being transferred other than in accordance with (a)
above and documents are being furnished which

          comply with the conditions
of transfer set forth in this Note and the Indenture.



A-10











If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.



	Date:                                                                            	                                                                           

NOTICE: The signature to this assignment

must correspond with the name as written

upon the face of the within-mentioned

instrument in every particular, without

alteration or any change whatsoever.



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



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


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




	Date:                                                                            	                                                                           

NOTICE: To be executed by an executive

officer



A-11








OPTION OF HOLDER TO ELECT PURCHASE


          If you wish to have this Note purchased by the Company pursuant to Section
4.10 or 4.11 of the Indenture, check the Box: #



          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.10 or 4.11 of the Indenture, state the principal amount:
$     .



Date:


Your Signature:                                                                            


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


Signature Guarantee:                                                                            


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



          


A-12








EXHIBIT B


Form of Certificate


[Date]


Bank One Trust Company, N.A.

201 N. Central Avenue

Phoenix, AZ 85004

Attention: Corporate Trust Department



	 	Re: Ingram Micro Inc. (the “Company”)

9 7/8% Senior Subordinated Notes due 2008 (the “Notes”)



Dear Sirs:


     This letter relates to U.S. $     principal amount of Notes
represented by a Note (the “Legended Note”) which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of
the Indenture dated as of August 16, 2001 (the “Indenture”) relating to the
Notes, we hereby certify that we are (or we shall hold such securities on
behalf of) a person outside the United States to whom the Notes could be
transferred in accordance with Rule 904 of Regulation S promulgated under the
U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange
the legended certificate for an unlegended certificate representing an
identical principal amount of Notes, all in the manner provided for in the
Indenture.


     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. Terms used in this certificate
have the meanings set forth in Regulation S.



	 
	Very truly yours,
	
	
	
	

	[Name of Holder]
	
	
	
	

	By:
	

	Authorized Signature



B-1








EXHIBIT C


Form of Certificate to Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors


[Date]


Bank One Trust Company, N.A.

201 N. Central Avenue

Phoenix, AZ 85004


Attention: Corporate Trust Department



	 	Re: Ingram Micro Inc. (the “Company”)

9 7/8% Senior Subordinated Notes due 2008 (the “Notes”)



Dear Sirs:


          In connection with our proposed purchase of $     aggregate
principal amount of the Notes, we confirm that:



          1. We understand that any subsequent transfer of the Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of
August 16, 2001 (the “Indenture”) relating to the Notes and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the
Notes except in compliance with such restrictions and conditions and the
Securities Act of 1933, 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 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 any Notes within the time period referred to in
Rule 144(k) of the Securities Act, 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” (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 an aggregate principal amount of less
than $100,000, an opinion of counsel acceptable to the Company 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 exemption from registration provided by Rule 144 under the
Securities Act (if available) or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser
that resales of the Notes are restricted as stated herein.



          3. We understand that, on any proposed resale of any Notes, we shall be
required to furnish to you and the Company such certifications, legal opinions
and other information as



          


C-1










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 shall 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 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.



	 
	Very truly yours,
	
	
	
	

	[Name of Transferee]
	
	
	
	

	By:
	

	Authorized Signature



C-2








EXHIBIT D


Form of Certificate to Be Delivered in

Connection with Transfers Pursuant to Regulation S


[Date]


[Depository Trust Company]

[]

[]

[]

Attention: [Corporate Trust Department]



	 	Re: Ingram Micro Inc. (the “Company”)

9 7/8% Senior Subordinated Notes due 2008 (the “Notes”)



Dear Sirs:


          In connection with our proposed sale of U.S.$     aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933 and, accordingly, we represent that:



          (1) the offer of the Notes was not made to a person in the United States;



          (2) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States;



          (3) no directed selling efforts have been made by us in the United States
in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and



          (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.



          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. Terms used in this certificate
have the meanings set forth in Regulation S.




	 
	Very truly yours,
	
	
	
	

	[Name of Transferor]
	
	
	
	

	By:
	

	Authorized Signature




D-1