Unassociated Document


    EXHIBIT
4.1


    
      
        	
                 

              


      

    

     

    SENIOR
SECURED NOTES INDENTURE

     

    Dated as
of October 4, 2010

     

    Among

     

    STONERIDGE,
INC.

     

    THE
GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

     

    and

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

    as
Trustee

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

    as
Collateral Agent

     

    9.5%
SENIOR SECURED NOTES DUE 2017

    
      
        	
                 

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE*

     

    
      	
              
                Trust
      Indenture Act Section

              

            	 	
              
                Indenture
      Section

              

            
	
              310(a)(1)

            	 	
              7.10

            
	
                
      (a)(2)

            	 	
              7.10

            
	
                
      (a)(3)

            	 	
              N.A.

            
	
                
      (a)(4)

            	 	
              N.A.

            
	
                
      (a)(5)

            	 	
              7.10

            
	
                
      (b)

            	 	
              7.10

            
	
                
      (c)

            	 	
              N.A.

            
	
              311(a)

            	 	
              7.11

            
	
                
      (b)

            	 	
              7.11

            
	
                
      (c)

            	 	
              N.A.

            
	
              312(a)

            	 	
              2.05

            
	
                
      (b)

            	 	
              13.03

            
	
                
      (c)

            	 	
              13.03

            
	
              313(a)

            	 	
              7.06

            
	
                
      (b)(1)

            	 	
              N.A.

            
	
                
      (b)(2)

            	 	
              7.06;7.07

            
	
                
      (c)

            	 	
              7.06;13.02

            
	
                
      (d)

            	 	
              7.06

            
	
              314(a)

            	 	
              4.03;
      4.04;13.02; 13.05

            
	
                
      (b)

            	 	
              10.06(c)

            
	
                
      (c)(1)

            	 	
              13.04

            
	
                
      (c)(2)

            	 	
              13.04

            
	
                
      (c)(3)

            	 	
              N.A.

            
	
                
      (d)

            	 	
              10.06(c)

            
	
                
      (e)

            	 	
              13.05

            
	
                
      (f)

            	 	
              N.A.

            
	
              315(a)

            	 	
              7.01

            
	
                
      (b)

            	 	
              7.05;13.02

            
	
                
      (c)

            	 	
              7.01

            
	
                
      (d)

            	 	
              7.01

            
	
                
      (e)

            	 	
              6.14

            
	
              316(a)(last
      sentence)

            	 	
              2.09

            
	
                
      (a)(1)(A)

            	 	
              6.05

            
	
                
      (a)(1)(B)

            	 	
              6.04

            
	
                
      (a)(2)

            	 	
              N.A.

            
	
                
      (b)

            	 	
              6.07

            
	
                
      (c)

            	 	
              2.12;9.04

            
	
              317(a)(1)

            	 	
              6.08

            
	
                
      (a)(2)

            	 	
              6.12

            
	
                
      (b)

            	 	
              2.04

            
	
              318(a)

            	 	
              13.01

            
	
                
      (b)

            	 	
              N.A.

            
	
                
      (c)

            	 	
              13.01

            


    

    N.A.
means not applicable.

    * This
Cross-Reference Table is not part of the Indenture.  This Indenture is not
qualified under the Trust Indenture Act and is not intended to incorporate any
of the terms thereof, except as expressly provided.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        
          	 
      	 	 
      	
                  Page

                
	 
      	 
      
	
                  ARTICLE
      1 DEFINITIONS AND INCORPORATION BY REFERENCE

                	
                  1

                
	 
      	 
      
	
                  Section
      1.01

                	 	
                  Definitions

                	
                  1

                
	
                  Section
      1.02

                	 	
                  Other
      Definitions

                	
                  31

                
	
                  Section
      1.03

                	 	
                  Rules
      of Construction

                	
                  32

                
	
                  Section
      1.04

                	 	
                  Incorporation
      by Reference of Trust Indenture Act

                	
                  33

                
	
                  Section
      1.05

                	 	
                  Acts
      of Holders

                	
                  33

                
	 
      	 	 
      	 
      
	
                  ARTICLE
      2 THE NOTES

                	
                  35

                
	 
      	 
      
	
                  Section
      2.01

                	 	
                  Form
      and Dating; Terms

                	
                  35

                
	
                  Section
      2.02

                	 	
                  Execution
      and Authentication.

                	
                  36

                
	
                  Section
      2.03

                	 	
                  Registrar
      and Paying Agent

                	
                  36

                
	
                  Section
      2.04

                	 	
                  Paying
      Agent to Hold Money in Trust

                	
                  36

                
	
                  Section
      2.05

                	 	
                  Holder
      Lists

                	
                  37

                
	
                  Section
      2.06

                	 	
                  Transfer
      and Exchange

                	
                  37

                
	
                  Section
      2.07

                	 	
                  Replacement
      Notes

                	
                  38

                
	
                  Section
      2.08

                	 	
                  Outstanding
      Notes.

                	
                  38

                
	
                  Section
      2.09

                	 	
                  Treasury
      Notes.

                	
                  39

                
	
                  Section
      2.10

                	 	
                  Temporary
      Notes

                	
                  39

                
	
                  Section
      2.11

                	 	
                  Cancellation

                	
                  39

                
	
                  Section
      2.12

                	 	
                  Defaulted
      Interest

                	
                  39

                
	
                  Section
      2.13

                	 	
                  CUSIP
      and ISIN Numbers

                	
                  40

                
	 
      	 	 
      	 
      
	
                  ARTICLE
      3 REDEMPTION

                	
                  40

                
	 
      	 
      
	
                  Section
      3.01

                	 	
                  Notices
      to Trustee

                	
                  40

                
	
                  Section
      3.02

                	 	
                  Selection
      of Notes to Be Redeemed or Purchased

                	
                  40

                
	
                  Section
      3.03

                	 	
                  Notice
      of Redemption

                	
                  41

                
	
                  Section
      3.04

                	 	
                  Effect
      of Notice of Redemption

                	
                  42

                
	
                  Section
      3.05

                	 	
                  Deposit
      of Redemption or Purchase Price

                	
                  42

                
	
                  Section
      3.06

                	 	
                  Notes
      Redeemed or Purchased in Part

                	
                  42

                
	
                  Section
      3.07

                	 	
                  Optional
      Redemption

                	
                  43

                
	
                  Section
      3.08

                	 	
                  Mandatory
      Redemption

                	
                  44

                
	
                  Section
      3.09

                	 	
                  Offers
      to Repurchase by Application of Excess Proceeds

                	
                  44

                
	 
      	 	 
      	 
      
	
                  ARTICLE
      4 COVENANTS

                	
                  46

                
	 
      	 
      
	
                  Section
      4.01

                	 	
                  Payment
      of Notes.

                	
                  46

                
	
                  Section
      4.02

                	 	
                  Maintenance
      of Office or Agency

                	
                  47

                
	
                  Section
      4.03

                	 	
                  Reports
      and Other Information

                	
                  47

                
	
                  Section
      4.04

                	 	
                  Compliance
      Certificate

                	
                  48

                
	
                  Section
      4.05

                	 	
                  Taxes

                	
                  48

                
	
                  Section
      4.06

                	 	
                  Stay,
      Extension and Usury Laws

                	
                  49

                
	
                  Section
      4.07

                	 	
                  Limitation
      on Restricted Payments

                	
                  49

                


        

      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 	 	 	Page
	 	 	 	 
	
                            Section
      4.08

                          	 	
                            Limitation
      on Restrictions on Distribution From Restricted
    Subsidiaries

                          	
                            53

                          
	
                            Section
      4.09

                          	 	
                            Limitation
      on Indebtedness

                          	
                            55

                          
	
                            Section
      4.10

                          	 	
                            Limitation
      on Sales of Assets and Subsidiary Stock

                          	
                            60

                          
	
                            Section
      4.11

                          	 	
                            Transactions
      with Affiliates

                          	
                            64

                          
	
                            Section
      4.12

                          	 	
                            Limitation
      on Liens

                          	
                            65

                          
	
                            Section
      4.13

                          	 	
                            Corporate
      Existence

                          	
                            65

                          
	
                            Section
      4.14

                          	 	
                            Offer
      to Repurchase Upon Change of Control

                          	
                            66

                          
	
                            Section
      4.15

                          	 	
                            Additional
      Guarantees

                          	
                            68

                          
	
                            Section
      4.16

                          	 	
                            Limitation
      on Lines of Business

                          	
                            69

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      5 SUCCESSORS

                          	
                            69

                          
	 
      	 
      
	
                            Section
      5.01

                          	 	
                            Merger,
      Consolidation or Sale of All or Substantially All Assets

                          	
                            69

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      6 DEFAULTS AND REMEDIES

                          	
                            72

                          
	 
      	 
      
	
                            Section
      6.01

                          	 	
                            Events
      of Default

                          	
                            72

                          
	
                            Section
      6.02

                          	 	
                            Acceleration

                          	
                            74

                          
	
                            Section
      6.03

                          	 	
                            Other
      Remedies

                          	
                            75

                          
	
                            Section
      6.04

                          	 	
                            Waiver
      of Past Defaults

                          	
                            75

                          
	
                            Section
      6.05

                          	 	
                            Control
      by Majority

                          	
                            75

                          
	
                            Section
      6.06

                          	 	
                            Limitation
      on Suits

                          	
                            76

                          
	
                            Section
      6.07

                          	 	
                            Rights
      of Holders to Receive Payment

                          	
                            76

                          
	
                            Section
      6.08

                          	 	
                            Collection
      Suit by Trustee

                          	
                            76

                          
	
                            Section
      6.09

                          	 	
                            Restoration
      of Rights and Remedies

                          	
                            76

                          
	
                            Section
      6.10

                          	 	
                            Rights
      and Remedies Cumulative

                          	
                            77

                          
	
                            Section
      6.11

                          	 	
                            Delay
      or Omission Not Waiver

                          	
                            77

                          
	
                            Section
      6.12

                          	 	
                            Trustee
      May File Proofs of Claim

                          	
                            77

                          
	
                            Section
      6.13

                          	 	
                            Priorities

                          	
                            77

                          
	
                            Section
      6.14

                          	 	
                            Undertaking
      for Costs

                          	
                            78

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      7 TRUSTEE

                          	
                            79

                          
	 
      	 
      
	
                            Section
      7.01

                          	 	
                            Duties
      of Trustee

                          	
                            79

                          
	
                            Section
      7.02

                          	 	
                            Rights
      of Trustee

                          	
                            80

                          
	
                            Section
      7.03

                          	 	
                            Individual
      Rights

                          	
                            81

                          
	
                            Section
      7.04

                          	 	
                            Disclaimer

                          	
                            81

                          
	
                            Section
      7.05

                          	 	
                            Notice
      of Defaults

                          	
                            81

                          
	
                            Section
      7.06

                          	 	
                            Reports
      by Trustee to Holders of the Notes

                          	
                            81

                          
	
                            Section
      7.07

                          	 	
                            Compensation
      and Indemnity

                          	
                            82

                          
	
                            Section
      7.08

                          	 	
                            Replacement
      of Trustee or the Collateral Agent

                          	
                            83

                          
	
                            Section
      7.09

                          	 	
                            Successor
      by Merger, etc.

                          	
                            84

                          
	
                            Section
      7.10

                          	 	
                            Eligibility;
      Disqualification

                          	
                            84

                          
	
                            Section
      7.11

                          	 	
                            Preferential
      Collection of Claims Against the Company

                          	
                            84

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                          	
                            84

                          
	 
      	 
      
	
                            Section
      8.01

                          	 	
                            Option
      to Effect Legal Defeasance or Covenant Defeasance

                          	
                            84

                          
	
                            Section
      8.02

                          	 	
                            Legal
      Defeasance and Discharge

                          	
                            84

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 	 	 	Page
	 	 	 	 
	
                            Section
      8.03

                          	 	
                            Covenant
      Defeasance.

                          	
                            85

                          
	
                            Section
      8.04

                          	 	
                            Conditions
      to Legal or Covenant Defeasance

                          	
                            86

                          
	
                            Section
      8.05

                          	 	
                            Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Other
      Miscellaneous Provisions

                          	
                            87

                          
	
                            Section
      8.06

                          	 	
                            Repayment
      to the Company

                          	
                            87

                          
	
                            Section
      8.07

                          	 	
                            Reinstatement

                          	
                            88

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      9 AMENDMENT, SUPPLEMENT AND WAIVER

                          	
                            88

                          
	 
      	 
      
	
                            Section
      9.01

                          	 	
                            Without
      Consent of Holders

                          	
                            88

                          
	
                            Section
      9.02

                          	 	
                            With
      Consent of Holders

                          	
                            90

                          
	
                            Section
      9.03

                          	 	
                            Compliance
      with Trust Indenture Act

                          	
                            92

                          
	
                            Section
      9.04

                          	 	
                            Revocation
      and Effect of Consents

                          	
                            92

                          
	
                            Section
      9.05

                          	 	
                            Notation
      on or Exchange of Notes

                          	
                            92

                          
	
                            Section
      9.06

                          	 	
                            Trustee
      and Collateral Agent to Sign Amendments, etc.

                          	
                            92

                          
	
                            Section
      9.07

                          	 	
                            Payment
      for Consent

                          	
                            93

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      10 COLLATERAL AND SECURITY

                          	
                            93

                          
	 
      	 
      
	
                            Section
      10.01

                          	 	
                            The
      Collateral

                          	
                            93

                          
	
                            Section
      10.02

                          	 	
                            Further
      Assurances

                          	
                            94

                          
	
                            Section
      10.03

                          	 	
                            After-Acquired
      Property

                          	
                            94

                          
	
                            Section
      10.04

                          	 	
                            Impairment
      of Security Interest

                          	
                            95

                          
	
                            Section
      10.05

                          	 	
                            Real
      Estate Mortgages and Filings

                          	
                            95

                          
	
                            Section
      10.06

                          	 	
                            Release
      of Liens on the Collateral.

                          	
                            96

                          
	
                            Section
      10.07

                          	 	
                            Authorization
      of Actions to be Taken by the Trustee or the Collateral Agent Under the
      Collateral Documents.

                          	
                            97

                          
	
                            Section
      10.08

                          	 	
                            Collateral
      Account

                          	
                            98

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      11 GUARANTEES

                          	
                            99

                          
	 
      	 
      
	
                            Section
      11.01

                          	 	
                            Guarantee

                          	
                            99

                          
	
                            Section
      11.02

                          	 	
                            Limitation
      on Guarantor Liability

                          	
                            101

                          
	
                            Section
      11.03

                          	 	
                            Execution
      and Delivery

                          	
                            101

                          
	
                            Section
      11.04

                          	 	
                            Subrogation

                          	
                            101

                          
	
                            Section
      11.05

                          	 	
                            Benefits
      Acknowledged

                          	
                            101

                          
	
                            Section
      11.06

                          	 	
                            Release
      of Guarantees

                          	
                            101

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      12 SATISFACTION AND DISCHARGE

                          	
                            103

                          
	 
      	 
      
	
                            Section
      12.01

                          	 	
                            Satisfaction
      and Discharge

                          	
                            103

                          
	
                            Section
      12.02

                          	 	
                            Application
      of Trust Money

                          	
                            103

                          
	 
      	 	 
      	 
      
	
                            ARTICLE
      13 MISCELLANEOUS

                          	
                            104

                          
	 
      	 
      
	
                            Section
      13.01

                          	 	
                            Trust
      Indenture Act Controls Under Certain Circumstances

                          	
                            104

                          
	
                            Section
      13.02

                          	 	
                            Notices

                          	
                            104

                          
	
                            Section
      13.03

                          	 	
                            Communication
      by Holders with Other Holders

                          	
                            106

                          
	
                            Section
      13.04

                          	 	
                            Certificate
      and Opinion as to Conditions Precedent

                          	
                            106

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
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                        	 	 	 	Page
	 	 	 	 
	
                                Section
      13.05

                              	 	
                                Statements
      Required in Certificate or Opinion

                              	
                                106

                              
	
                                Section
      13.06

                              	 	
                                Rules
      by Trustee and Agents

                              	
                                107

                              
	
                                Section
      13.07

                              	 	
                                No
      Personal Liability of Directors, Officers, Employees, Members, Partners
      and Stockholders

                              	
                                107

                              
	
                                Section
      13.08

                              	 	
                                Governing
      Law

                              	
                                107

                              
	
                                Section
      13.09

                              	 	
                                Waiver
      of Jury Trial

                              	
                                107

                              
	
                                Section
      13.10

                              	 	
                                Force
      Majeure

                              	
                                107

                              
	
                                Section
      13.11

                              	 	
                                No
      Adverse Interpretation of Other Agreements

                              	
                                107

                              
	
                                Section
      13.12

                              	 	
                                Successors

                              	
                                107

                              
	
                                Section
      13.13

                              	 	
                                Severability

                              	
                                108

                              
	
                                Section
      13.14

                              	 	
                                Counterpart
      Originals

                              	
                                108

                              
	
                                Section
      13.15

                              	 	
                                Table
      of Contents, Headings, etc.

                              	
                                108

                              
	
                                Section
      13.16

                              	 	
                                U.S.A.
      PATRIOT Act

                              	
                                108

                              
	
                                Section
      13.17

                              	 	
                                Payments
      Due on Non-Business Days

                              	
                                108

                              
	
                                Section
      13.18

                              	 	
                                Consent
      to Jurisdiction

                              	
                                108

                              
	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                	
                        Appendix
      A

                      	 	
                        Provisions
      Relating to Initial Notes and Additional Notes

                      	
                        1

                      
	 
      	 	 
      	 
	
                        Exhibit
      A

                      	 	
                        Form
      of Note

                      	
                        A-1

                      
	
                        Exhibit
      B

                      	 	
                        Form
      of Institutional Accredited Investor Transferee Letter of
      Representation

                      	
                        B-1

                      
	
                        Exhibit
      C

                      	 	
                        Form
      of Supplemental Indenture to Be Delivered by Subsequent
      Guarantors

                      	      
                        C-1

                      


              

            

          

        

      

    


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    


    INDENTURE,
dated as of October 4, 2010, among Stoneridge, Inc., an Ohio corporation (the
“Company”), the
Guarantors (as defined herein) listed on the signature pages hereto and The Bank
of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York
Mellon Trust Company, N.A., as Collateral Agent.

     

    WITNESSETH

     

    WHEREAS,
the Company has duly authorized the creation of and issue of $175,000,000
aggregate principal amount of 9.5% Senior Secured Notes due 2017 (the “Initial Notes”);
and

     

    WHEREAS,
each of the Guarantors has duly authorized the execution and delivery of this
Indenture.

     

    NOW,
THEREFORE, the Company, the Guarantors, the Trustee and the Collateral Agent
agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the Notes.

     

    ARTICLE
1

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.01        Definitions.

     

    “ABL Collateral” means
the assets that secure the ABL Obligations, certain Hedging Obligations and all
banking services obligations incurred with any lender or its affiliates under
the ABL Facility, including, subject to certain exceptions, cash and cash
equivalents, deposit accounts, accounts receivable, inventory, other personal
property relating to inventory and accounts receivable, and all proceeds
therefrom, other than any First-Priority Collateral or Excluded Assets. At any
time there are no ABL Obligations outstanding, “ABL Collateral” means
the assets that secured the ABL Obligations last outstanding (and any
after-acquired assets that would have been ABL Collateral had the ABL
Obligations remained outstanding), other than any First-Priority Collateral or
Excluded Assets.

     

    “ABL Facility” means
the Credit and Security Agreement, dated as of November 2, 2007, among the
Company, the other borrowers parties thereto, the subsidiary guarantors parties
thereto, the lenders parties thereto, PNC Bank, National Association, as
successor to National City Bank, as Lead Arranger and LC Issuer, PNC Bank,
National Association, as successor to National City Business Credit, Inc., as
Agent, and as amended, supplemented and modified to the Issue Date and as it may
thereafter be amended, supplemented or modified from time to time and any
renewal, increase, extension, refunding, restructuring,
replacement or refinancing thereof in whole or in part (whether with the
original administrative agent and lenders or another administrative agent or
agents or one or more other lenders and whether provided under the original ABL
Facility or one or more other credit or other agreements or indentures entered
into from time to time).

     

    “ABL Obligations”
means Indebtedness outstanding under the ABL Facility that is secured by a
Permitted Lien described under clause (1) of the definition thereof, and all
other Obligations (not constituting Indebtedness) of the Company or any
Guarantor under the ABL Facility.


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    


    “Acquired
Indebtedness” means, with respect to any Person, Indebtedness (i) of a
Person or any of its Subsidiaries existing at the time such Person is merged
with or becomes a Restricted Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case whether or not Incurred by
such Person in connection with, or in anticipation or contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, and Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.
Acquired Indebtedness shall be deemed to have been Incurred, with respect to
clause (i) of the preceding sentence, on the date such Person is merged with or
becomes a Restricted Subsidiary and, with respect to clause (ii) of the
preceding sentence, on the date of consummation of such acquisition of
assets.

     

    “Additional Assets”
means:

     

    (1)           any
property, plant, equipment or other asset (excluding working capital or current
assets for the avoidance of doubt) to be used by the Company or a Restricted
Subsidiary in a Related Business;

     

    (2)           the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of
the acquisition of such Capital Stock by the Company or a Restricted Subsidiary;
or

     

    (3)           Capital
Stock constituting a minority interest in any Person that at such time is or
will thereupon become a Restricted Subsidiary;

     

    provided, however, that, in
the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged
in a Related Business.

     

    “Additional Notes”
means additional Notes (other than the Initial Notes) issued from time to time
under this Indenture in accordance with Sections 2.01 and 4.09.

     

    “Affiliate” means,
with respect to any specified Person, any other Person who directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such specified Person. The term “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative of the
foregoing.

     

    “Agent” means any
Registrar or Paying Agent.

     

    “Applicable Premium”
means, with respect to a Note on any date of redemption, the greater of (1) 1.0%
of the principal amount of such Note; and (2) the excess, if any, of (a) the
present value as of such date of redemption of (i) the redemption price of such
Note on October 15, 2014 (as set forth in Section 3.07(e)) plus (ii) all
required interest payments due on such Note through October 15, 2014 (excluding
accrued but unpaid interest to the date of redemption), computed using a
discount rate equal to the Treasury Rate as of such date of redemption plus 50
basis points, over (b) the then-outstanding principal of such Note.

     

    “Asset Disposition”
means any direct or indirect sale, lease (other than an operating lease entered
into in the ordinary course of business), transfer, issuance or other
disposition, or a series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan, of shares of Capital Stock of a
Subsidiary (other than directors’ qualifying shares), property or other assets
(including shares or other securities issued by entities that are not
Subsidiaries) (each referred to for the purposes of this definition as a “disposition”) by the Company
or any of its Restricted Subsidiaries, including any disposition by means of a
merger, consolidation or similar transaction.

     

    Notwithstanding
the preceding paragraph, the following items shall not be deemed to be Asset
Dispositions:


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    (1)           a
disposition of assets by a Restricted Subsidiary to the Company or by the
Company or a Restricted Subsidiary to a Guarantor that is a Restricted
Subsidiary or by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary;
provided that in the
case of a disposition by a Restricted Subsidiary to another Restricted
Subsidiary, the Company directly or indirectly owns an equal or greater
percentage of the Common Stock of the transferee than of the transferor; provided, further, that in the case of
a transfer of Collateral, the transferee shall cause such amendments,
supplements or other instruments to be executed, filed and recorded in such
jurisdictions as may be required by applicable law to preserve and protect the
Lien on the Collateral pledged by or transferred to the transferee, together
with such financing statements or comparable documents as may be required to
perfect any security interests in such Collateral which may be perfected by the
filing of a financing statement or a similar document under the Uniform
Commercial Code or other similar statute or regulation of the relevant states or
jurisdictions;

     

    (2)           transfer
of cash or Cash Equivalents in the ordinary course of business;

     

    (3)           a
disposition of inventory, byproducts or goods held for sale in the ordinary
course of business;

     

    (4)           a
disposition of obsolete, scrap or worn out equipment, vehicles or other similar
assets or equipment and any disposition or demolition of assets that are no
longer useful in the conduct of the business of the Company and its Restricted
Subsidiaries and that are disposed of in each case in the ordinary course of
business;

     

    (5)           the
disposition of all or substantially all of the assets of the Company in a manner
permitted pursuant to Section 5.01 or any disposition that constitutes a Change
of Control pursuant to this Indenture;

     

    (6)           an
issuance of Capital Stock by a Restricted Subsidiary to the Company or to a
Wholly-Owned Subsidiary;

     

    (7)           for
purposes of Section 4.10 only, the making of a Permitted Investment (other than
a Permitted Investment to the extent such transaction results in the receipt of
cash or Cash Equivalents by the Company or its Restricted Subsidiaries) or a
disposition subject to Section 4.07;

     

    (8)           dispositions
of assets in a single transaction or a series of related transactions with an
aggregate fair market value of less than $1.0 million;

     

    (9)           the
creation of a Permitted Lien and dispositions in connection with Permitted
Liens;

     

    (10)         dispositions
of receivables in connection with the compromise, settlement or collection
thereof in the ordinary course of business or in bankruptcy or similar
proceedings and exclusive of factoring or similar arrangements;

     

    (11)         the
issuance by a Restricted Subsidiary of Preferred Stock that is permitted by
Section 4.09;


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (12)         the
licensing or sublicensing of intellectual property or other general intangibles
and licenses, leases or subleases of other property in the ordinary course of
business which do not materially interfere with the business of the Company and
its Restricted Subsidiaries;

     

    (13)         any
surrender or waiver of contract rights or the settlement, release or surrender
of contract, tort or other litigation claims;

     

    (14)         foreclosure
on assets;

     

    (15)         any
sale of Capital Stock, Indebtedness or other securities of, an Unrestricted
Subsidiary; and

     

    (16)         to
the extent allowable under Section 1031 of the Code, any exchange of like
property (excluding any boot thereon) for use in a Related
Business.

     

    “Attributable
Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the
time of determination, the present value (discounted at the interest rate
implicit in the transaction) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended),
determined in accordance with GAAP; provided, however, that if such
Sale/Leaseback Transaction constitutes a Capitalized Lease Obligation, the
amount of Indebtedness represented thereby will be determined in accordance with
the definition of “Capitalized Lease Obligation.”

     

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

     

    “Bankruptcy Law” means
Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.

     

    “BCS” means Bolton
Conductive Systems, LLC and any successor thereto.

     

    “BCS Master Revolving
Note” means Master Revolving Note, dated October 13, 2009, between
Comerica Bank and Bolton Conductive Systems, LLC (formerly known as New Bolton
Conductive Systems, LLC), as it may thereafter be amended, supplemented or
modified from time to time and any renewal, replacement or refinancing thereof
in whole or in part.

     

    “beneficial ownership”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, and “beneficial owner” has
a corresponding meaning.

     

    “Board of Directors”
means:

     

    (1)           with
respect to a corporation, the Board of Directors of the corporation or (other
than for purposes of determining Change of Control) any committee thereof duly
authorized to act on behalf of the Board of Directors with respect to the
relevant matter;

     

    (2)           with
respect to a partnership, the Board of Directors of the general partner of the
partnership; and


    
      
         


      

      
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    (3)           with
respect to any other Person, the board or committee of such Person serving a
similar function.

     

    “Borrowing Base”
means, as of the date of determination, an amount equal to the sum, without
duplication of (1) 85% of the net book value of the Company’s and its Restricted
Subsidiaries’ accounts receivable (and progress billings treated as eligible
accounts under the ABL Facility) at such date and (2) 65% of the net book value
of the Company’s and its Restricted Subsidiaries’ inventories at such date. Net
book value shall be determined in accordance with GAAP and shall be calculated
using amounts reflected on the most recent available balance sheet (it being
understood that the accounts receivable and inventories of an acquired business
may be included if such acquisition has been completed on or prior to the date
of determination).

     

    “Business Day” means
each day that is not a Saturday, Sunday or other day on which commercial banking
institutions in New York, New York are authorized or required by law to
close.

     

    “Capital Stock” of any
Person means (i) with respect to any Person that is a corporation, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person,
including any Common Stock or Preferred Stock and (ii) with respect to any
Person that is not a corporation, any and all partnership, limited liability
company, membership or other equity interests of such Person, but in each case
excluding any debt securities convertible into such equity.

     

    “Capitalized Lease
Obligation” means an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in
accordance with GAAP.  The amount of Indebtedness represented by such
obligation will be the capitalized amount of such obligation at the time any
determination thereof is to be made as determined in accordance with GAAP, and
the Stated Maturity thereof will be the date of the last payment of rent or any
other amount due under such lease prior to the first date such lease may be
terminated without penalty.

     

    “Cash Equivalents”
means:

     

    (1)           U.S.
dollars, or in the case of any Foreign Subsidiary, such currencies held by it
from time to time in the ordinary course of business;

     

    (2)           securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States (provided that the full faith
and credit of the United States is pledged in support thereof), having
maturities of not more than one year from the date of acquisition;

     

    (3)           marketable
general obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition and, at the time of
acquisition, having a credit rating of “A” or better from either Standard &
Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc.;

     

    (4)           certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers’ acceptances having maturities of not more than one year from the date
of acquisition thereof issued by any commercial bank the long-term debt of which
is rated at the time of acquisition thereof at least “A” or the equivalent
thereof by Standard & Poor’s Ratings Group, Inc., or “A” or the equivalent
thereof by Moody’s Investors Service, Inc., and having combined capital and
surplus in excess of $500.0 million;


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    (5)           repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (2), (3) and (4), entered into with any bank
meeting the qualifications specified in clause (4) above;

     

    (6)           commercial
paper rated at the time of acquisition thereof at least “A-1” or the equivalent
thereof by Standard & Poor’s Ratings Group, Inc. or “P-1” or the equivalent
thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by
a nationally recognized Rating Agency, if both of the two named Rating Agencies
cease publishing ratings of investments, and in any case maturing within one
year after the date of acquisition thereof;

     

    (7)           instruments
equivalent to those referred to in clauses (1) through (6) of this definition
denominated in euros or any foreign currency comparable in credit quality and
tenor to those referred to in such clauses and customarily used by corporations
for cash management purposes in any jurisdiction outside the United States to
the extent reasonably required in connection with any business conducted by any
Restricted Subsidiary organized in such jurisdiction; and

     

    (8)           interests
in any investment company or money market fund that invests 95% or more of its
assets in instruments of the type specified in clauses (1) through (7)
above.

     

    “Change of Control”
means the occurrence of one or more of the following events:

     

    (1)           any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company
to any Person or group of related Persons for purposes of Section 13(d) of the
Exchange Act (a “Group”), together
with any Affiliates thereof (whether or not otherwise in compliance with the
provisions of the Indenture), other than to one or more Permitted
Holders;

     

    (2)           any
Person or Group (other than Permitted Holders) shall become the beneficial
owner, directly or indirectly, of shares representing more than 50% of the
aggregate ordinary voting power represented by the issued and outstanding
Capital Stock of the Company;

     

    (3)           during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors (together with any new directors whose
election by such Board of Directors or whose nomination for election by the
stockholders of the Company was approved pursuant to a vote of a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors then in office; or

     

    (4)           the
adoption by the stockholders of the Company of a plan or proposal for the
liquidation or dissolution of the Company or any of its direct or indirect
parent companies.

     

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

     

    “Collateral” means all
property and assets, whether now owned or hereafter acquired, in which Liens
are, from time to time, purported to be granted to secure the Notes and the
Guarantees pursuant to the Collateral Documents,
it being understood that the Collateral will not include any property or assets owned or hereafter acquired by any Foreign
Subsidiary (except for the shares of PST Eletrônica S.A. held by Alphabet do Brasil
Ltda).


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    “Collateral Account”
means, collectively, any segregated accounts under the sole control of the
Collateral Agent that are free from all other Liens, and includes all cash and
Cash Equivalents received by the Trustee or the Collateral Agent from sales of
Additional Notes, Asset Dispositions of First-Priority Collateral, Recovery
Events, foreclosures on or sales of First-Priority Collateral or any other
awards or proceeds pursuant to the Collateral Documents, including earnings,
revenues, rents, issues, profits and income from the Collateral received
pursuant to the Collateral Documents, and interest earned thereon.

     

    “Collateral Agent”
means The Bank of New York Mellon Trust Company, N.A., acting in its capacity as
collateral agent under the Collateral Documents, or any successor
thereto.

     

    “Collateral Documents”
means the mortgages, deeds of trust, deeds to secure debt, security agreements,
pledge agreements, agency agreements and other instruments and documents
executed and delivered pursuant to this Indenture or any of the foregoing, as
the same may be amended, supplemented or otherwise modified from time to time
and pursuant to which Collateral is pledged, assigned or granted to or on behalf
of the Collateral Agent for the ratable benefit of the Holders and the Trustee
or notice of such pledge, assignment or grant is given.

     

    “Commodity Agreement”
means any commodity futures contract, commodity option, commodity swap
agreement, commodity collar agreement, commodity cap agreement or other similar
agreement or arrangement entered into by the Company or any Restricted
Subsidiary designed to protect the Company or any of its Restricted Subsidiaries
against fluctuations in the price of commodities actually used in the ordinary
course of business of the Company and its Restricted Subsidiaries.

     

    “Common Stock” means
with respect to any Person, any and all shares, interest or other participations
in, and other equivalents (however designated and whether voting or nonvoting)
of such Person’s common stock, whether or not outstanding on the Issue Date, and
includes, without limitation, all series and classes of such common
stock.

     

    “Company” means the
party named as such in the first paragraph of this Indenture or any successor
obligor to its obligations under this Indenture and the Notes pursuant to
Article 5.

     

    “Consolidated Coverage
Ratio” means as of any date of determination, with respect to any Person,
the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for
the period of the most recent four consecutive fiscal quarters ending prior to
the date of such determination for which financial statements prepared on a
consolidated basis in accordance with GAAP are available to (y) Consolidated
Interest Expense for such four consecutive fiscal quarters, provided, however,
that:

     

    (1)         if
the Company or any Restricted Subsidiary:

     

    (a)           has
Incurred any Indebtedness since the beginning of such period that remains
outstanding on such date of determination or if the transaction giving rise to
the need to calculate the Consolidated Coverage Ratio is or includes an
Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest
Expense for such period will be calculated after giving effect on a pro forma
basis to such Indebtedness as if such Indebtedness had been Incurred on the
first day of such period (except that in making such computation, the amount of
Indebtedness under any revolving Debt Facility outstanding on the date of such
calculation will be deemed to be (i) the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding or (ii) if such facility was created after the end
of such four fiscal quarters, the average daily balance of such Indebtedness
during the period from the date of creation of such facility to the date of such
calculation) and the discharge of any other Indebtedness repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness as
if such discharge had occurred on the first day of such period;
or


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    (b)           has
repaid, repurchased, redeemed, retired, defeased or otherwise discharged any
Indebtedness since the beginning of the period that is no longer outstanding on
such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio includes a discharge of Indebtedness
(in each case, other than Indebtedness Incurred under any revolving Debt
Facility unless such Indebtedness has been permanently repaid and the related
commitment terminated), Consolidated EBITDA and Consolidated Interest Expense
for such period will be calculated after giving effect on a pro forma basis to
such discharge of such Indebtedness, including with the proceeds of such new
Indebtedness, as if such discharge had occurred on the first day of such
period;

     

    (2)         if
since the beginning of such period, the Company or any Restricted Subsidiary
will have made any Asset Disposition or disposed of or discontinued (as defined
under GAAP) any company, division, operating unit, segment, business, group of
related assets or line of business or if the transaction giving rise to the need
to calculate the Consolidated Coverage Ratio includes such a
transaction:

     

    (a)           the
Consolidated EBITDA for such period will be reduced by an amount equal to the
Consolidated EBITDA (if positive) directly attributable to the assets that are
the subject of such disposition or discontinuation for such period or increased
by an amount equal to the Consolidated EBITDA (if negative) directly
attributable thereto for such period; and

     

    (b)           Consolidated
Interest Expense for such period will be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, redeemed, retired,
defeased or otherwise discharged (to the extent the related commitment is
permanently reduced) with respect to the Company and its continuing Restricted
Subsidiaries in connection with such transaction for such period (or, if the
Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest
Expense for such period directly attributable to the Indebtedness of such
Restricted Subsidiary to the extent the Company and its continuing Restricted
Subsidiaries are no longer liable for such Indebtedness after such
sale);

     

    (3)         if
since the beginning of such period the Company or any Restricted Subsidiary (by
merger or otherwise) will have made an Investment in any Restricted Subsidiary
(or any Person that becomes a Restricted Subsidiary or is merged with or into
the Company or a Restricted Subsidiary) or an acquisition of assets, including
any acquisition of assets occurring in connection with a transaction causing a
calculation to be made hereunder, which constitutes all or substantially all of
a company, division, operating unit, segment, business, group of related assets
or line of business, Consolidated EBITDA and Consolidated Interest Expense for
such period will be calculated after giving pro forma effect thereto (including
the Incurrence of any Indebtedness) as if such Investment or acquisition
occurred on the first day of such period; and


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    (4)         if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) will have Incurred any
Indebtedness or discharged any Indebtedness, made any disposition or any
Investment or acquisition of assets that would have required an adjustment
pursuant to clause (1), (2) or (3) above if made by the Company or a Restricted
Subsidiary during such period, Consolidated EBITDA and Consolidated Interest
Expense for such period will be calculated after giving pro forma effect thereto
as if such transaction occurred on the first day of such period.

     

    For
purposes of this definition, whenever pro forma effect is to be
given to any calculation under this definition, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer of
the Company; provided
that such calculations are set forth in an Officer’s Certificate signed
by such Officer stating (i) that such calculations are based on the
reasonable good faith beliefs of such Officer executing such Officer’s
Certificate at the time of such execution and (ii) any related Incurrence
of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness will be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months). If any Indebtedness that is being given pro forma effect bears an
interest rate at the option of the Company, the interest rate shall be
calculated by applying such optional rate chosen by the Company.

     

    “Consolidated EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income of
such Person for such period:

     

    (1)         increased
(without duplication) by the following items to the extent deducted in
calculating such Consolidated Net Income:

     

    (a)           Consolidated
Interest Expense; plus

     

    (b)           Consolidated
Income Taxes; plus

     

    (c)           consolidated
depreciation expense; plus

     

    (d)           consolidated
amortization expense; plus

     

    (e)           other
non-cash charges reducing Consolidated Net Income, including any write-offs or
write-downs (excluding any such non-cash charge to the extent it represents an
accrual of or reserve for cash charges in any future period or amortization of a
prepaid cash expense that was paid in a prior period not included in the
calculation); plus

     

    (f)           any
fees, expenses or charges relating to any Equity Offering, Permitted Investment,
acquisition, disposition, recapitalization or Indebtedness permitted to be
Incurred under this Indenture (whether or not successful) and deducted in
calculating Consolidated Net Income; plus

     

    (g)           any
restructuring charges (which, for the avoidance of doubt, shall include costs
relating to severance, retention, relocation, contract termination and
consolidation of facilities) and other non-recurring charges that were deducted
in computing Consolidated Net Income; provided, that the aggregate
amount of such fees, charges or other expenses may not exceed (a) $10.0 million
in any twelve-month period and (b) $30.0 million in the
aggregate;


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    (2)         decreased
(without duplication) by non-cash items increasing Consolidated Net Income of
such Person for such period (excluding any items which represent the reversal of
any accrual of, or reserve for, anticipated cash charges that reduced
Consolidated EBITDA in any prior period); and

     

    (3)         increased
or decreased (without duplication) to eliminate the following items reflected in
Consolidated Net Income:

     

    (a)           any
non-cash gains, losses, income or expenses resulting in such period from Hedging
Obligations and the application of Accounting Standards Codification Topic 815,
“Derivatives and Hedging”;

     

    (b)           any
unrealized gain or loss resulting in such period from currency translation or
transaction gains or losses related to currency remeasurements of Indebtedness
(including any net loss or gain resulting from Hedging Obligations for currency
exchange risk); and

     

    (c)           the
non-cash portion of “straight-line” rent expense and the cash portion of
“straight-line” rent expense which exceeds the amount expensed in respect to
such rent expense.

     

    Notwithstanding
the foregoing, clauses (1)(b) through (g) relating to amounts of a Restricted
Subsidiary of a Person will be added to Consolidated Net Income to compute
Consolidated EBITDA of such Person only to the extent (and in the same
proportion) that the net income (loss) of such Restricted Subsidiary was
included in calculating the Consolidated Net Income of such Person and, to the
extent the amounts set forth in clauses (1)(b) through (g) are in excess of
those necessary to offset a net loss of such Restricted Subsidiary or if such
Restricted Subsidiary has net income for such period included in Consolidated
Net Income, only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.

     

    “Consolidated Income
Taxes” means, with respect to any Person for any period, taxes imposed
upon such Person or other payments required to be made by such Person by any
governmental authority which taxes or other payments are calculated by reference
to the income or profits or capital of such Person or such Person and its
Restricted Subsidiaries (to the extent such income or profits were included in
computing Consolidated Net Income for such period), including, without
limitation, state, franchise and similar taxes and foreign withholding taxes
regardless of whether such taxes or payments are required to be remitted to any
governmental authority.

     

    “Consolidated Interest
Expense” means, for any period, the total interest expense of the Company
and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to
the extent not included in such interest expense:

     

    (1)           interest
expense attributable to Capitalized Lease Obligations and the interest portion
of rent expense associated with Attributable Indebtedness in respect of the
relevant lease giving rise thereto, determined as if such lease were a
capitalized lease in accordance with GAAP and the interest component of any
deferred payment obligations;


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    (2)           amortization
of debt discount (including the amortization of original issue discount
resulting from the issuance of Indebtedness at less than par) and debt issuance
cost; provided, however, that any
amortization of bond premium will be credited to reduce Consolidated Interest
Expense unless, pursuant to GAAP, such amortization of bond premium has
otherwise reduced Consolidated Interest Expense;

     

    (3)           non-cash
interest expense; provided that any non-cash
interest expense or income attributable to the movement in the mark to market
valuation of Hedging Obligations or other derivative instruments pursuant to
GAAP shall be excluded from the calculation of Consolidated Interest
Expense;

     

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

     

    (5)           the
interest expense on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries;

     

    (6)           costs
associated with entering into Hedging Obligations (including amortization of
fees); provided, however, that if Hedging
Obligations result in net benefits rather than costs, such benefits shall be
credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such
net benefits are otherwise reflected in Consolidated Net Income;

     

    (7)           the
Consolidated Interest Expense of such Person and its Restricted Subsidiaries
that was capitalized during such period;

     

    (8)           the
product of (a) all dividends paid or payable, in cash, Cash Equivalents or
Indebtedness or accrued during such period on any series of Disqualified Stock
of such Person or on Preferred Stock of its Restricted Subsidiaries that are not
Guarantors payable to a party other than the Company or a Wholly-Owned
Subsidiary, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state,
provincial and local statutory tax rate of such Person, expressed as a decimal,
in each case, on a consolidated basis and in accordance with GAAP;

     

    (9)           Receivables
Fees; and

     

    (10)         the
cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees
to any Person (other than the Company and its Restricted Subsidiaries) in
connection with Indebtedness Incurred by such plan or trust.

     

    For the
purpose of calculating the Consolidated Coverage Ratio, the calculation of
Consolidated Interest Expense shall include all interest expense (including any
amounts described in clauses (1) through (10) above) relating to any
Indebtedness of the Company or any Restricted Subsidiary described in the final
paragraph of the definition of “Indebtedness.”

     

    For
purposes of the foregoing, total interest expense will be determined (a) after
giving effect to any net payments made or received by the Company and its
Subsidiaries with respect to Interest Rate Agreements and (b) exclusive of
amounts classified as other comprehensive income in the balance sheet of the
Company.  Notwithstanding anything to the contrary contained herein,
without duplication of clause (9) above, commissions, discounts, yield and other
fees and charges Incurred in connection with any transaction pursuant to which
the Company or the Restricted Subsidiaries may sell, convey or otherwise
transfer or grant a security interest in any accounts receivable or related
assets shall be included in Consolidated Interest Expense.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    “Consolidated Net
Income” means, for any period, the net income (loss) of the Company and
its consolidated Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP; provided, however, that there will not
be included in such Consolidated Net Income:

     

    (1)         any
net income (loss) of any Person if such Person is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting, except
that:

     

    (a)           subject
to the limitations contained in clauses (3) through (10) below, the Company’s
equity in the net income of any such Person for such period will be included in
such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to a Restricted Subsidiary, to the limitations
contained in clause (2) below); and

     

    (b)           the
Company’s equity in a net loss of any such Person (other than an Unrestricted
Subsidiary) for such period will be included in determining such Consolidated
Net Income, to the extent such loss has been funded with cash from the Company
or a Restricted Subsidiary;

     

    (2)         solely
for the purpose of determining the amount available for Restricted Payments
under Section 4.07(a)(4)(C)(i), any net income (but not loss) of any Restricted
Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to
prior government approval or other restrictions due to the operation of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
government regulation (which have not been waived), directly or indirectly, on
the payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to the Company, except that:

     

    (a)           subject
to the limitations contained in clauses (3) through (10) below, the Company’s
equity in the net income of any such Restricted Subsidiary for such period will
be included in such Consolidated Net Income up to the aggregate amount of cash
that could have been distributed by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary as a dividend (subject,
in the case of a dividend to another Restricted Subsidiary, to the limitation
contained in this clause); and

     

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

     

    (3)         any
impairment charge or asset write-off pursuant to Accounting Standards
Codification Topic 350, “Intangibles—Goodwill and Other,” or 360, “Property,
Plant and Equipment,” and the amortization of intangibles in connection with a
transaction subject to Accounting Standards Codification Topic 805, “Business
Combinations” (excluding any such impairment charge to the extent that it
represents an accrual or reserve for cash expenditures in any future
period);

     

    (4)         the
effects of adjustments (including the effects of such adjustments pushed down to
the Company and its Restricted Subsidiaries) in any line item of the Company’s
consolidated financial statements pursuant to GAAP resulting from the
application of purchase accounting in relation to any completed
acquisition;


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    (5)           any
after-tax effect of gain or loss (less all fees and expenses relating thereto)
realized upon sales or other dispositions of any businesses or assets of the
Company or such Restricted Subsidiary, other than in the ordinary course of
business, as determined in Good Faith by the Company;

     

    (6)           any
after-tax effect income or loss from discontinued operations and any after-tax
gains or losses on disposal of discontinued operations;

     

    (7)           any
after-tax effect of gains or losses (less all fees and expenses relating
thereto) from the early extinguishment of Indebtedness or Hedging Obligations or
other derivative instruments;

     

    (8)           any
non-cash compensation expense realized for grants of restricted stock,
performance shares, stock options or other rights to officers, directors or
employees of the Company or any Restricted Subsidiary; provided that such shares,
options or other rights can be redeemed at the option of the holder only for
Capital Stock of the Company (other than Disqualified Stock);

     

    (9)           the
after-tax effect of any extraordinary gain or loss; and

     

    (10)         the
after-tax effect of the cumulative effect of a change in accounting
principles.

     

    “Consolidated Net
Worth” means, as of any date of determination, the total shareholders’
equity shown on the balance sheet of the Company and its Restricted Subsidiaries
for the most recently ended fiscal quarter for which financial statements are
available, determined on a consolidated basis in accordance with GAAP; provided that in no event
shall Consolidated Net Worth include any amounts in respect of Disqualified
Capital Stock.

     

    “Corporate Trust
Office” means the designated office of the Trustee at which the corporate
trust business of the Trustee shall at any particular time be administered,
which office at the date of original execution of this Indenture is set forth in
Section 13.02.

     

    “Currency Agreement”
means in respect of a Person any foreign exchange contract, currency swap
agreement, futures contract, option contract or other similar agreement as to
which such Person is a party or a beneficiary.

     

    “Custodian” means the
Trustee, in its capacity as custodian for the Global Notes, and any successor in
that capacity.

     

    “Debt Facility” or
“Debt
Facilities” means one or more debt facilities (including, without
limitation, ABL Facility) or commercial paper facilities with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit or similar instruments, in each case, as
amended, restated, supplemented, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time (and whether or not with the
administrative agent, lenders or another administrative agent or agents or other
lenders and whether provided under the ABL Facility or any other credit
agreement or other loan agreement).


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

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

     

    “Depositary” means,
with respect to the Notes issuable or issued in whole or in part in global form,
the Person specified in Section 2.03 as the Depositary with respect to the
Notes, and any and all successors thereto appointed as Depositary hereunder and
having become such pursuant to the applicable provision of this
Indenture.

     

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

     

    (1)           matures
or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise;

     

    (2)           is
convertible into or exchangeable for Indebtedness or Disqualified Stock
(excluding Capital Stock which is convertible or exchangeable solely at the
option of the Company or a Restricted Subsidiary (it being understood that upon
such conversion or exchange it shall be an Incurrence of such Indebtedness or
Disqualified Stock)); or

     

    (3)           is
redeemable at the option of the holder of the Capital Stock in whole or in
part,

     

     in
each case on or prior to the date 91 days after the earlier of the final
maturity date of the Notes or the date the Notes are no longer outstanding;
provided, however, that only the
portion of Capital Stock that so matures or is mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company or its Subsidiaries to
repurchase such Capital Stock upon the occurrence of a change of control or
asset disposition (each defined in a substantially identical manner to the
corresponding definitions in this Indenture) shall not constitute Disqualified
Stock if the terms of such Capital Stock (and all such securities into which it
is convertible or for which it is ratable or exchangeable) provide that the
Company or its Subsidiaries, as applicable, may not repurchase or redeem any
such Capital Stock (and all such securities into which it is convertible or for
which it is ratable or exchangeable) pursuant to such provision prior to
compliance by the Company with Sections 4.10 and 4.14 and such repurchase or
redemption complies with Section 4.07.

     

    “Equity Offering”
means a public offering or private placement for cash by the Company or a direct
or indirect parent of the Company, as the case may be, of its Capital Stock, or
options, warrants or rights with respect to its Common Stock, other than (x)
public offerings with respect to Capital Stock, or options, warrants or rights,
registered on Form S-4 or S-8, (y) an issuance to any Subsidiary of the Company
or (z) any offering of Common Stock issued in connection with a transaction that
constitutes a Change of Control.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC promulgated thereunder.

     

    “Excluded Assets”
means the “Excluded Collateral,” under and as defined in the Security
Agreement.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    “Existing Joint
Ventures” means PST Eletrônica S.A. and Minda Stoneridge Instruments Ltd.
and their respective successors.

     

    “First-Priority
Collateral” means the portion of the Collateral as to which the Notes
have a first-priority Lien.

     

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

     

    “GAAP” means generally
accepted accounting principles in the United States of America as in effect as
of the Issue Date, including those set forth in 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
based on GAAP contained in this Indenture will be computed in conformity with
GAAP, except that in the event the Company is acquired in a transaction that is
accounted for using purchase accounting, the effects of the application of
purchase accounting shall be disregarded in the calculation of such ratios and
other computations contained in this Indenture.

     

    “Global Notes Legend”
means the legend set forth under that caption in Appendix A hereto.

     

    “Good Faith by the
Company” means the decision in good faith by a responsible financial
Officer of the Company; provided that (a) if such
decision involves a determination of fair market value in excess of $5.0
million, the decision is made in good faith by the Senior Management of the
Company and (b) if such decision involves a determination of fair market value
in excess of $10.0 million, the decision is made in good faith by the Board of
Directors of Company.

     

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

     

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

     

    (2)           entered
into for purposes of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part); provided, however, that the term
“guarantee” will not include endorsements for collection or deposit in the
ordinary course of business. The term “guarantee” used as a verb has
a corresponding meaning.

     

    “Guarantee” means,
individually, any guarantee of the Company’s Obligations under this Indenture
pursuant to the terms of this Indenture and any supplemental indenture thereto,
and, collectively, all such Guarantees.

     

    “Guarantor” means each
Restricted Subsidiary in existence on the Issue Date that provides a Guarantee
on the Issue Date (and any other Restricted Subsidiary that provides a Guarantee
in accordance with this Indenture); provided that upon release or
discharge of such Restricted Subsidiary from its Guarantee in accordance with
this Indenture, such Restricted Subsidiary ceases to be a
Guarantor.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    “Guarantor Subordinated
Obligation” means, with respect to a Guarantor, any Indebtedness of such
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
expressly subordinated in right of payment to the obligations of such Guarantor
under its Guarantee pursuant to a written agreement.

     

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

     

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

     

    “Incur” means issue,
create, assume, guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) will be deemed to be Incurred by such Person at the time it
becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have
meanings correlative to the foregoing.

     

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

     

    (1)           the
principal of and premium (if any) in respect of indebtedness of such Person for
borrowed money;

     

    (2)           the
principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;

     

    (3)           the
principal component of all obligations of such Person in respect of letters of
credit, bankers’ acceptances or other similar instruments (including
reimbursement obligations with respect thereto except to the extent such
reimbursement obligation relates to a trade payable and such obligation is
satisfied within 30 days of Incurrence);

     

    (4)           the
principal component of all obligations of such Person to pay the deferred and
unpaid purchase price of property, which purchase price is due more than six
months after the date of placing such property in service or taking delivery and
title thereto, except (i) any such balance that constitutes a trade payable or
similar obligation to a trade creditor, in each case accrued in the ordinary
course of business and (ii) any earn-out obligation until (a) the amount of such
obligation becomes a liability on the balance sheet of such Person in accordance
with GAAP and (b) remains unpaid for more than 30 days after becoming
due;

     

    (5)           Capitalized
Lease Obligations and all Attributable Indebtedness of such Person (whether or
not such items would appear on the balance sheet of the guarantor or
obligor);

     

    (6)           the
principal component or liquidation preference of all obligations of such Person
with respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any Subsidiary that is not a Guarantor,
any Preferred Stock (but excluding, in each case, any accrued
dividends);

     

    (7)           the
principal component of 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, however, that the amount of
such Indebtedness will be the lesser of (a) the fair market value of such asset
at such date of determination and (b) the amount of such Indebtedness of such
other Persons;


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    (8)           the
principal component of Indebtedness of other Persons to the extent guaranteed by
such Person (whether or not such items would appear on the balance sheet of the
guarantor or obligor);

     

    (9)           to
the extent not otherwise included in this definition, net Hedging Obligations of
such Person (the amount of any such obligations to be equal at any time to the
termination value of such agreement or arrangement giving rise to such Hedging
Obligation that would be payable by such Person at such time); and

     

    (10)           to
the extent not otherwise included in this definition, the amount of obligations
outstanding under the legal documents entered into as part of a securitization
transaction or series of transactions that would be characterized as principal
if such transaction were structured as a secured lending transaction rather than
as a purchase outstanding relating to a securitization transaction or series of
transactions.

     

    The
amount of Indebtedness of any Person at any date will be the outstanding balance
at such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date; provided that contingent
obligations arising in the ordinary course of business and not with respect to
borrowed money of such Person or other Persons shall not be deemed to constitute
Indebtedness; provided,
further, that in the
case of Indebtedness issued at a discount, the amount of such Indebtedness at
any time will be the accreted value thereof. Notwithstanding the foregoing,
money borrowed and set aside at the time of the Incurrence of any Indebtedness
in order to pre-fund the payment of interest on such Indebtedness shall not be
deemed to be “Indebtedness”; provided that such money is
held to secure the payment of such interest.

     

    In
addition, “Indebtedness” of any Person
shall include Indebtedness described in the preceding paragraph that would not
appear as a liability on the balance sheet of such Person if:

     

    (1)           such
Indebtedness is the obligation of a partnership or joint venture that is not a
Restricted Subsidiary (a “Joint Venture”);

     

    (2)           such
Person or a Restricted Subsidiary of such Person is a general partner of the
Joint Venture (a “General
Partner”); and

     

    (3)           there
is recourse, by contract or operation of law, with respect to the payment of
such Indebtedness to property or assets of such Person or a Restricted
Subsidiary of such Person; and then such Indebtedness shall be included in an
amount not to exceed:

     

    (a)           the
lesser of (i) the net assets of the General Partner and (ii) the amount of such
obligations to the extent that there is recourse, by contract or operation of
law, to the property or assets of such Person or a Restricted Subsidiary of such
Person; or

     

    (b)           if
less than the amount determined pursuant to clause (a) immediately above, the
actual amount of such Indebtedness that is recourse to such Person or a
Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a
writing and is for a determinable amount.

     


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


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

     

    “Independent Financial
Advisor” means an accounting, appraisal or investment banking firm or
consultant to Persons engaged in a Related Business of nationally recognized
standing that is, in the good faith judgment of the Company, qualified to
perform the task for which it has been engaged.

     

    “Initial Notes” has
the meaning set forth in the recitals hereto.

     

    “Initial Purchasers”
means J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Comerica
Securities, Inc., Fifth Third Securities, Inc. and PNC Capital Markets
Inc.

     

    “Intercreditor
Agreement” means the Intercreditor Agreement dated as of October 4, 2010
by and among the Company, the Guarantors, the Trustee, the Collateral Agent, on
behalf of itself and the Holders, and the ABL Agent, on behalf of itself and the
lenders thereunder, as the same may be amended, supplemented or otherwise
modified from time to time.

     

    “Interest Payment
Date” means April 15 and October 15 of each year, commencing April 15,
2011 to and including the Stated Maturity of the Notes.

     

    “Interest Rate
Agreement” means, with respect to any Person, 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 or other similar agreement
or arrangement as to which such Person is party or a beneficiary.

     

    “Investment” means,
with respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the form of any direct or indirect advance, loan
(other than advances or extensions of credit to customers in the ordinary course
of business that are, in conformity with GAAP, recorded as accounts receivable
on the balance sheet of the Company or its Restricted Subsidiaries) or other
extensions of credit (including by way of guarantee or similar arrangement, but
excluding any debt or extension of credit represented by a bank deposit other
than a time deposit) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by, such Person and all other
items that are or would be classified as investments on a balance sheet prepared
in accordance with GAAP; provided that none of the
following will be deemed to be an Investment:

     

    (1)           Hedging
Obligations entered into in the ordinary course of business and in compliance
with this Indenture;

     

    (2)           endorsements
of negotiable instruments and documents in the ordinary course of business;
and

     

    (3)           an
acquisition of assets, Capital Stock or other securities by the Company or a
Subsidiary for consideration to the extent such consideration consists of Common
Stock of the Company.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    For
purposes of Section 4.07,

     

    (1)           “Investment”
will include the portion (proportionate to the Company’s equity interest in a
Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the
fair market value of the net assets of such Restricted Subsidiary at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be
deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to (a) the Company’s aggregate
“Investment” in such Subsidiary as of the time of such redesignation less (b)
the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the fair market value of the net assets (as conclusively determined in Good
Faith by the Company) of such Subsidiary at the time that such Subsidiary is so
re-designated a Restricted Subsidiary;

     

    (2)           any
property transferred to or from an Unrestricted Subsidiary will be valued at its
fair market value at the time of such transfer, in each case as determined in
Good Faith by the Company; and

     

    (3)           if
the Company or any Restricted Subsidiary sells or otherwise disposes of any
Voting Stock of any Restricted Subsidiary such that, after giving effect to any
such sale or disposition, such entity is no longer a Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value (as conclusively determined
in Good Faith by the Company) of the Capital Stock of such Subsidiary not sold
or disposed of.

     

    “Issue Date” means
October 4, 2010.

     

    “Lien” means, with
respect to any asset, any mortgage, lien (statutory or otherwise), pledge,
hypothecation, charge, security interest, preference, priority or encumbrance of
any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in such asset; provided that in no event
shall an operating lease be deemed to constitute a Lien.

     

    “Mortgages” means the
mortgages, deeds of trust, deeds to secure Indebtedness or other similar
documents securing Liens on the Premises, as well as the other Collateral
secured by and described in the mortgages, deeds of trust, deeds to secure
Indebtedness or other similar documents.

     

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

     

    (1)           all
brokerage, legal, accounting, investment banking, title and recording tax
expenses, commissions and other fees and expenses Incurred, and all federal,
state, provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP (after taking into account any available tax credits or
deductions and any tax sharing agreements), as a consequence of such Asset
Disposition;

     

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


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


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

     

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

     

    (5)           any
portion of the purchase price from an Asset Disposition placed in escrow
(whether as a reserve for adjustment of the purchase price, or for satisfaction
of indemnities in respect of such Asset Disposition);

     

    provided, however, that, in
the cases of clauses (4) and (5), upon reversal of any such reserve or the
termination of any such escrow, Net Available Cash shall be increased by the
amount of such reversal or any portion of funds released from escrow to the
Company or any Restricted Subsidiary.

     

    “Net Award” means any
awards or proceeds in respect of any condemnation or other eminent domain
proceeding relating to any First-Priority Collateral deposited in the Collateral
Account pursuant to the Collateral Documents.

     

    “Net Cash Proceeds”
means, with respect to any issuance or sale of Capital Stock or Indebtedness,
the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, listing fees, discounts or
commissions and brokerage, consultant and other fees and charges actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing
arrangements).

     

    “Net Insurance
Proceeds” means any awards or proceeds in respect of any casualty
insurance or title insurance claim relating to any First-Priority Collateral
deposited in the Collateral Account pursuant to the Collateral
Documents.

     

    “Non-Guarantor
Subsidiary” means any Restricted Subsidiary that is not a
Guarantor.

     

    “Non-Recourse Debt”
means Indebtedness of a Person:

     

    (1)           as
to which neither the Company nor any Restricted Subsidiary (a) provides any
guarantee or credit support of any kind (including any undertaking, guarantee,
indemnity, agreement or instrument that would constitute Indebtedness) or (b) is
directly or indirectly liable (as a guarantor or otherwise);

     

    (2)           no
default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity; and

     

    (3)           the
explicit terms of which provide there is no recourse against any of the assets
of the Company or its Restricted Subsidiaries.

     

    “Notes” means the
Initial Notes and more particularly means any Note authenticated and delivered
under this Indenture.  For all purposes of this Indenture, the term
“Notes” shall also include any Additional Notes that may be issued under a
supplemental indenture and Notes to be issued or authenticated upon transfer,
replacement or exchange of Notes.


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    “Obligations” means
any principal, interest (including any interest accruing subsequent to the
filing of a petition in bankruptcy, reorganization or similar proceeding at the
rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable state, federal or foreign law),
other monetary obligations, penalties, fees, indemnifications, reimbursements
(including, without limitation, reimbursement obligations with respect to
letters of credit and bankers’ acceptances), damages and other liabilities, and
guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under
the documentation governing any Indebtedness.

     

    “Offering Memorandum”
means the offering memorandum, dated September 24, 2010, relating to the sale of
the Initial Notes.

     

    “Offer to Purchase”
means a Collateral Disposition Offer, an Asset Disposition Offer or a Change of
Control Offer.

     

    “Officer” means the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer or the Secretary of the Company or, in the event that a
Person is a partnership or a limited liability company that has no such
officers, a person duly authorized under applicable law by the general partner,
managers, members or a similar body to act on behalf of such Person. Officer of
any Guarantor has a correlative meaning.

     

    “Officer’s
Certificate” means a certificate signed by an Officer, an Assistant
Treasurer or an Assistant Secretary of the Company.

     

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

     

    “Pari Passu
Indebtedness” means Indebtedness that ranks equally in right of payment
to the Notes (without giving effect to collateral arrangements).

     

    “Pari Passu Lien
Indebtedness” means Indebtedness that ranks equally in right of payment
to the Notes after giving effect to collateral arrangements.

     

    “Permitted Holders”
means (1) the spouse, heirs, legatees, descendants and blood relatives to the
third degree of consanguinity of D.M. Draime, (2) the executors and
administrators of the estate of any such Person and any court appointed guardian
of any such Person and (3) any trust, family partnership or similar investment
entity for the benefit of any such Person referred to in the foregoing clause
(1) or any other Persons (including for charitable purposes) so long as one or
more Permitted Holders has the exclusive or a joint right to control the voting
and disposition of securities held by such trust, family partnership or other
investment entity.

     

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

     

    (1)           a
Guarantor or any Investment by a Non-Guarantor Subsidiary in a Non-Guarantor
Subsidiary;


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    (2)           a
Person that is engaged in a Related Business if as a result of such
Investment:

     

    (a)           such
Person becomes a Restricted Subsidiary; or

     

    (b)           such
Person, in one transaction or a series of related transactions, is merged or
consolidated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted
Subsidiary,

     

    and, in
each case, any Investment held by such Person; provided that such Investment
was not acquired by such Person in contemplation of such acquisition, merger,
consolidation or transfer;

     

    (3)           cash
and Cash Equivalents;

     

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

     

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

     

    (6)           loans
or advances to employees, Officers or directors of the Company or any Restricted
Subsidiary in the ordinary course of business consistent with past practices in
an aggregate amount since the Issue Date not in excess of $1.0 million (without
giving effect to the forgiveness of any such loans);

     

    (7)           any
Investment acquired by the Company or any of its Restricted
Subsidiaries:

     

    (a)           in
exchange for any other Investment or accounts receivable held by the Company or
any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the Person in which
such other Investment is made or which is the obligor with respect to such
accounts receivable;

     

    (b)           as
a result of a foreclosure by the Company or any of its Restricted Subsidiaries
with respect to any secured Investment or other transfer of title with respect
to any secured Investment in default; or

     

    (c)           as
a result of settlement or other disposition of litigation, arbitration or other
disputes with Persons who are not Affiliates;

     

    (8)           Investments
made as a result of the receipt of non-cash consideration from an Asset
Disposition that was made pursuant to and in compliance with Section 4.10 or any
other disposition of assets not constituting an Asset Disposition;

     

    (9)           Investments
in existence on the Issue Date or made pursuant to binding legal commitments in
existence on the Issue Date;


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    


    (10)           Currency
Agreements, Interest Rate Agreements, Commodity Agreements and related Hedging
Obligations, which transactions or obligations are Incurred in compliance with
Section 4.09;

     

    (11)           guarantees
issued in accordance with Section 4.09;

     

    (12)           Investments
made in connection with the funding of contributions under any non-qualified
retirement plan or similar employee compensation plan in an amount not to exceed
the amount of compensation expense recognized by the Company and its Restricted
Subsidiaries in connection with such plans;

     

    (13)           Investments
in Persons, including, without limitation, Unrestricted Subsidiaries and joint
ventures, engaged in a business similar or related to or logical extensions of
the businesses in which the Company and the Restricted Subsidiaries are engaged
on the Issue Date, not to exceed the greater of (x) $15.0 million and (y) 5% of
Consolidated Net Worth at any one time outstanding;

     

    (14)           Investments
in Existing Joint Ventures in an aggregate amount not to exceed $25.0 million
provided that at the time of such Investment the Existing Joint Venture in which
the Investment is made is a Subsidiary or becomes a Subsidiary;

     

    (15)           Investments
the payment for which consists of Capital Stock of the Company or any of its
direct or indirect parent companies (exclusive of Disqualified
Stock);

     

    (16)           any
Notes, Additional Notes or Pari Passu Indebtedness;

     

    (17)           Investments
consisting of advances or inducements paid by the Company or any of the
Restricted Subsidiaries to any of their customers in the ordinary course of
business, whether or not such payments are refundable or
recoupable;

     

    (18)           advances,
loans, rebates and extensions of credit to suppliers, customers and vendors in
the ordinary course of business;

     

    (19)           Investments
in prepaid expenses, negotiable instruments held for collection and lease and
utility and worker’s compensation deposits provided to third parties in the
ordinary course of business;

     

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

     

    (21)           Indebtedness
Incurred in compliance with clause (4) of Section 4.09(b).

     

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

     

    (1)           Liens
securing Indebtedness Incurred pursuant to clauses (1), (2), (6) and (15) of
Section 4.09(b) and related Obligations and Hedging Obligations and banking
services management obligations; provided that the Collateral
shall only secure Indebtedness pursuant to this clause (1) and clause (17) of
the definition of Permitted Lien in an aggregate principal amount not to exceed
$375.0 million;


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    


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

     

    (3)           Liens
imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s
and repairmen’s Liens, Incurred in the ordinary course of business;

     

    (4)           Liens
for taxes, assessments or other governmental charges or claims not delinquent by
more than 30 days or that are being contested in good faith by appropriate
proceedings provided appropriate reserves required pursuant to GAAP have been
made in respect thereof;

     

    (5)           Liens
in favor of issuers of surety or performance bonds or letters of credit or
bankers’ acceptances or similar obligations issued pursuant to the request of
and for the account of such Person in the ordinary course of its business; provided, however, that such
instruments do not secure the payment of Indebtedness;

     

    (6)           encumbrances,
ground leases, easements or reservations of, or rights of others for, licenses,
rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning, building codes or other restrictions (including,
without limitation, minor defects or irregularities in title and similar
encumbrances) in respect of real properties or Liens which do not, in the
aggregate, impair in any material respect the operation of the business of such
Person, including any such encumbrances or restrictions expressly permitted by
the Mortgages;

     

    (7)           Liens
securing Hedging Obligations so long as the related Indebtedness is, and is
permitted to be under this Indenture, secured by a Lien on the same property
securing such Hedging Obligation;

     

    (8)           leases,
licenses, subleases and sublicenses of assets (including, without limitation,
real property and intellectual property rights) that do not materially interfere
with the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries;

     

    (9)           judgment
Liens not giving rise to an Event of Default so long as any appropriate legal
proceedings that may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which such proceedings may
be initiated has not expired;

     

    (10)         Liens
for the purpose of securing the payment of all or a part of the purchase price
of, or Capitalized Lease Obligations, mortgage financings, purchase money
obligations or other payments Incurred to finance assets or property (other than
Capital Stock or other Investments) acquired, constructed, improved or leased in
the ordinary course of business; provided that, in the case of
this clause (10):

     

     (a)           the
aggregate principal amount of Indebtedness secured by such Liens is otherwise
permitted to be Incurred under this Indenture and does not exceed the cost of
the assets or property so acquired, constructed or improved (including related
taxes and transaction costs); and


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    


     (b)           such
Liens are created within 180 days of construction, acquisition or improvement of
such assets or property and do not encumber any other assets or property of the
Company or any Restricted Subsidiary other than such assets or property and
assets affixed or appurtenant thereto;

     

    (11)         Liens
arising solely by virtue of any statutory or common law provisions relating to
banker’s Liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a depositary institution; provided that:

     

     (a)           such
deposit account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Company in excess of those set forth by
regulations promulgated by the Federal Reserve Board; and

     

     (b)           such
deposit account is not intended by the Company or any Restricted Subsidiary to
provide collateral to the depository institution;

     

    (12)         Liens
arising from Uniform Commercial Code (or similar state laws) financing statement
filings regarding operating leases entered into by the Company and its
Restricted Subsidiaries in the ordinary course of business;

     

    (13)         Liens
existing on the Issue Date (other than Liens permitted under clause
(1));

     

    (14)         Liens
on property or shares of stock of a Person at the time such Person becomes a
Restricted Subsidiary; provided, however, that such Liens are
not created, Incurred or assumed in connection with, or in contemplation of,
such other Person becoming a Restricted Subsidiary; provided, further, however, that any such Lien
may not extend to any other property owned by the Company or any Restricted
Subsidiary;

     

    (15)         Liens
on property at the time the Company or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with
or into the Company or any Restricted Subsidiary; provided, however, that such Liens are
not created, Incurred or assumed in connection with, or in contemplation of,
such acquisition; provided, further, however, that such Liens may
not extend to any other property owned
by the Company or any Restricted Subsidiary;

     

    (16)         Liens
securing Indebtedness or other obligations of the Company or a Restricted
Subsidiary owing to the Company or another Restricted Subsidiary;

     

    (17)         Liens
securing Indebtedness incurred after the Issue Date and any Refinancing
Indebtedness relating thereto (excluding any Liens securing any other
Indebtedness Incurred after the Issue Date permitted under other clauses hereof)
in an aggregate principal amount at any one time outstanding not to exceed $5.0
million; provided that the aggregate principal amount of Indebtedness secured by
Liens on the Collateral permitted under clause (1) of the definition of
Permitted Liens and this clause (17) shall not exceed $375.0
million;


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    (18)         Liens
securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend,
extend or modify, as a whole or in part, Indebtedness that was previously so
secured pursuant to clauses (10), (13), (14), (15) and (18) of this definition;
provided that any such
Lien is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or, under the written arrangements under which the
original Lien arose, could secure) the Indebtedness being refinanced or is in
respect of property that is the security for a Permitted Lien
hereunder;

     

    (19)         any
interest or title of a lessor under any Capitalized Lease Obligation or
operating lease;

     

    (20)         Liens
under industrial revenue, municipal or similar bonds;

     

    (21)         Liens
in favor of the Company or any Guarantor;

     

    (22)         Liens
on assets of Foreign Subsidiaries securing Indebtedness Incurred by Foreign
Subsidiaries under Section 4.09;

     

    (23)         Liens
upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods;

     

    (24)         Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;
and

     

    (25)         Liens
encumbering deposits made to secure obligations (other than Indebtedness)
arising from statutory, regulatory, contractual or warranty requirements of the
Company or any Restricted Subsidiary, including rights of offset and
setoff.

     

    “Person” means any
individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision hereof or any other entity.

     

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

     

    “Purchase Money
Indebtedness” means Indebtedness of the Company or any Restricted
Subsidiary incurred for the purpose of financing all or any part of the purchase
price or the cost, including expenses and taxes, of property or assets or
construction or improvement of any property; provided that the aggregate
principal amount of such Indebtedness does not exceed such purchase price or
cost.

     

    “Rating Agency” means
each of Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service,
Inc. or if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors
Service, Inc. or both shall not make a rating on the Notes publicly available, a
nationally recognized statistical Rating Agency or agencies, as the case may be,
selected by the Company (as certified by a resolution of the Board of Directors)
which shall be substituted for Standard & Poor’s Ratings Group, Inc. or
Moody’s Investors Service, Inc. or both, as the case may be.

     

    “Receivables Fees”
means any fees or interest paid to purchasers or lenders providing the financing
in connection with a securitization transaction, factoring agreement or other
similar agreement, including any such amounts paid by discounting the face
amount of receivables or participations therein transferred in connection with a
securitization transaction, factoring agreement or other similar arrangement,
regardless of whether any such transaction is structured as on-balance sheet or
off-balance sheet or through a Restricted Subsidiary or an Unrestricted
Subsidiary.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    


    “Record Date” for the
interest payable on any applicable Interest Payment Date means April 1 or
October 1 (whether or not a Business Day) next preceding such Interest Payment
Date.

     

    “Recovery Event” means
any event, occurrence, claim or proceeding that results in any Net Award or Net
Insurance Proceeds being deposited into the Collateral Account pursuant to the
Collateral Documents.

     

    “Refinancing
Indebtedness” means Indebtedness that is Incurred to refund, refinance,
replace, exchange, renew, repay or extend (including pursuant to any defeasance
or discharge mechanism) (collectively, “refinance,” “refinances” and “refinanced” shall each have a
correlative meaning) any Indebtedness existing on the Issue Date or Incurred in
compliance with this Indenture (including Indebtedness of the Company that
refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any
Restricted Subsidiary that refinances Indebtedness of another Restricted
Subsidiary (except that a Guarantor shall not refinance Indebtedness of a
Restricted Subsidiary that is not a Guarantor)), including Indebtedness that
refinances Refinancing Indebtedness; provided, however, that:

     

    (1)           (a)
if the Stated Maturity of the Indebtedness being refinanced is earlier than the
Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity
no earlier than the Stated Maturity of the Indebtedness being refinanced or (b)
if the Stated Maturity of the Indebtedness being refinanced is later than the
Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity
at least 91 days later than the Stated Maturity of the Notes;

     

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

     

    (3)           such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate issue price) that is equal to
or less than the sum of the aggregate principal amount (or if issued with
original issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced (plus, without duplication, any additional
Indebtedness Incurred to pay interest, premiums required by the instruments
governing such existing Indebtedness or premiums necessary to effectuate such
refinancing and fees and expenses Incurred in connection
therewith);

     

    (4)           if
the Indebtedness being refinanced is subordinated in right of payment to the
Notes or the Guarantee, such Refinancing Indebtedness is subordinated in right
of payment to the Notes or the Guarantee on terms at least as favorable to the
Holders as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded;

     

    (5)           Refinancing
Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that
refinances Indebtedness of the Company or a Guarantor.

     

    “Related Business”
means any business that is the same as or related, ancillary or complementary to
any of the businesses of the Company and its Restricted Subsidiaries on the
Issue Date.

     

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


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


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

     

    “Sale/Leaseback
Transaction” means any direct or indirect arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or such Restricted Subsidiary transfers such
property to a Person (other than the Company or any of its Subsidiaries) and the
Company or such Restricted Subsidiary leases it from such Person.

     

    “SEC” means the U.S.
Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.

     

    “Security Agreement”
means the Senior Secured Notes Security and Pledge Agreement, dated as of
October 4, 2010, by and among the Company, the Guarantors and the Collateral
Agent, as the same may be amended, supplemented or otherwise modified from time
to time.

     

    “Senior Management”
means the Chief Executive Officer and the Chief Financial Officer of the
Company.

     

    “Senior Unsecured Pari Passu
Indebtedness” means:

     

    (1)           with
respect to the Company, any Indebtedness that ranks pari passu in right of
payment to the Notes but is unsecured with a Stated Maturity date subsequent to
the Stated Maturity of the Notes; and

     

    (2)           with
respect to any Guarantor, any Indebtedness that ranks pari passu in right of
payment to such Guarantor’s Guarantee but is unsecured with a Stated Maturity
date subsequent to the Stated Maturity of the Notes.

     

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

     

    “Stated Maturity”
means, with respect to any security, the date specified in the agreement
governing or certificate relating to such security as the fixed date on which
the final payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision, but shall not include any
contingent obligations to repay, redeem or repurchase any such principal prior
to the date originally scheduled for the payment thereof.

     

    “Subordinated
Obligation” means any Indebtedness of the Company (whether outstanding on
the Issue Date or thereafter Incurred) that is subordinated or junior in right
of payment to the Notes pursuant to a written agreement.

     

    “Subsidiary” of any
Person means (a) any corporation, association or other business entity (other
than a partnership, joint venture, limited liability company or similar entity)
of which more than 50% of the total ordinary voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof (or Persons performing
similar functions) or (b) any partnership, joint venture limited liability
company or similar entity of which more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, is, in the case of clauses (a) and (b), at
the time owned or controlled, directly or indirectly, by (1) such Person, (2)
such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person. Unless otherwise specified herein, each reference
to a Subsidiary will refer to a Subsidiary of the Company.


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    “Treasury Rate” means
the yield to maturity at the time of computation of U.S. Treasury securities
with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at
least two Business Days prior to the redemption date (or, if such Statistical
Release is no longer published, any publicly available source or similar market
data)) most nearly equal to the period from the redemption date to October 15,
2014; provided,
however, that if the period from the redemption date to October 15, 2014
is not equal to the constant maturity of a U.S. Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of U.S. Treasury securities for which such yields are given,
except that if the period from the redemption date to October 15, 2014 is less
than one year, the weekly average yield on actually traded U.S. Treasury
securities adjusted to a constant maturity of one year will be
used.

     

    “Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-777bbbb).

     

    “Trustee” means the
party named as such in this Indenture until a successor replaces it and,
thereafter, means such successor.

     

    “Trust Officer” means,
when used with respect to the Trustee, any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

     

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

     

    “Unrestricted
Subsidiary” means:

     

    (1)           BCS
(unless and until redesignated as a Restricted Subsidiary in accordance with the
terms of the Indenture);

     

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

     

    (2)           any
Subsidiary of an Unrestricted Subsidiary.

     

    BCS shall
be an Unrestricted Subsidiary from the Issue Date (unless and until redesignated
as a Restricted Subsidiary in accordance with the terms of the Indenture)
without any designation being required by the Board of Directors of the
Company.  The Board of Directors of the Company may designate any
other Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary or a Person becoming a Subsidiary through merger or consolidation or
Investment therein) to be an Unrestricted Subsidiary only if:


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    


    (1)           such
Subsidiary or any of its Subsidiaries does not own any Capital Stock or
Indebtedness of or have any Investment in, or own or hold any Lien on any
property of, any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated or otherwise an Unrestricted
Subsidiary;

     

    (2)           all
the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of
designation, and will at all times thereafter, consist of Non-Recourse
Debt;

     

    (3)           such
designation and the Investment of the Company in such Subsidiary complies with
Section 4.07;

     

    (4)           such
Subsidiary, either alone or in the aggregate with all other Unrestricted
Subsidiaries, does not operate, directly or indirectly, all or substantially all
of the business of the Company and its Subsidiaries;

     

    (5)           such
Subsidiary is a Person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any direct or indirect obligation:

     

     (a)           to
subscribe for additional Capital Stock of such Person; or

     

     (b)           to
maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results; and

     

    (6)           on
the date such Subsidiary is designated an Unrestricted Subsidiary, such
Subsidiary is not a party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary with terms
substantially less favorable to the Company than those that might have been
obtained from Persons who are not Affiliates of the Company.

     

    Any such
designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a resolution of the Board of Directors of the
Company giving effect to such designation and an Officer’s Certificate
certifying that such designation complies with the foregoing conditions. If, at
any time, any Unrestricted Subsidiary (other than BCS) would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be Incurred as of such
date.

     

    The Board
of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that immediately
after giving effect to such designation, no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof and the
Company could Incur at least $1.00 of additional Indebtedness pursuant to
Section 4.09(a) on a pro forma basis taking into account such
designation.

     

    “U.S. Government
Obligations” means securities that are (a) direct obligations of the
United States of America for the timely payment of which its full faith and
credit is pledged or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation of the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligations or a specific payment of principal of or interest on any such U.S.
Government Obligations held by such custodian for the account of the holder of
such depositary 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 depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations evidenced
by such depositary receipt.


    
      
         


      

      
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    “Voting Stock” of a
Person means all classes of Capital Stock of such Person then outstanding and
normally entitled to vote in the election of directors, managers or trustees, as
applicable, of such Person.

     

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

     

    Section
1.02       Other
Definitions.

     

    
      
        
          
            	
                    Term

                  	 	
                    
                      Defined in Section

                    

                  
	
                    “Affiliate
      Transaction”

                  	 	
                    4.11(a)

                  
	
                    “Agent
      Members”

                  	 	
                    2.1(c)
      of Appendix A

                  
	
                    “Applicable
      Procedures”

                  	 	
                    1.1(a)
      of Appendix A

                  
	
                    “Asset
      Disposition Offer”

                  	 	
                    4.10(c)

                  
	
                    “Asset
      Disposition Offer Amount”

                  	 	
                    3.09(b)

                  
	
                    “Asset
      Disposition Offer Period”

                  	 	
                    3.09(b)

                  
	
                    “Asset
      Disposition Purchase Date”

                  	 	
                    3.09(b)

                  
	
                    “Authentication
      Order”

                  	 	
                    2.02

                  
	
                    “Change
      of Control Offer”

                  	 	
                    4.14(a)

                  
	
                    “Change
      of Control Payment”

                  	 	
                    4.14(a)

                  
	
                    “Change
      of Control Payment Date”

                  	 	
                    4.14(a)

                  
	
                    “Clearstream”

                  	 	
                    1.1(a)
      of Appendix A

                  
	
                    “Collateral
      Disposition Offer”

                  	 	
                    4.10(a)

                  
	
                    “Covenant
      Defeasance”

                  	 	
                    8.03

                  
	
                    “Definitive
      Notes”

                  	 	
                    2.1(d)
      of Appendix A

                  
	
                    “Definitive
      Notes Legend”

                  	 	
                    2.3(e)
      of Appendix A

                  
	
                    “DTC”

                  	 	
                    2.03

                  
	
                    “Event
      of Default”

                  	 	
                    6.01(a)

                  
	
                    “Excess
      Collateral Proceeds”

                  	 	
                    4.10(a)

                  
	
                    “Excess
      Proceeds”

                  	 	
                    4.10(b)

                  
	
                    “Expiration
      Date”

                  	 	
                    1.05(j)

                  
	
                    “Global
      Note”

                  	 	
                    2.1(b)
      of Appendix A

                  
	
                    “Global
      Notes Legend”

                  	 	
                    2.3(e)
      of Appendix A

                  
	
                    “IAI”

                  	 	
                    1.1(a)
      of Appendix A

                  
	
                    “IAI
      Global Note”

                  	 	
                    2.1(b)
      of Appendix A

                  
	
                    “Legal
      Defeasance”

                  	 	
                    8.02

                  
	
                    “Note
      Amount”

                  	 	
                    4.10(c)

                  
	
                    “Note
      Register”

                  	 	
                    2.03

                  
	
                    “OID
      Notes Legend”

                  	 	
                    2.3(e)
      of Appendix A

                  
	
                    “Paying
      Agent”

                  	 	
                    2.03

                  
	
                    “Premises”

                  	 	
                    10.05

                  
	
                    “QIB”

                  	 	
                    1.1(a)
      of Appendix A

                  
	
                    “Registrar”

                  	 	
                    2.03

                  
	
                    “Regulation
      S”

                  	 	
                    1.1(a)
      of Appendix A

                  


          

        

      

    

     

    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    Term

                  	 	
                    
                      Defined in Section

                    

                  
	
                    “Regulation
      S Global Note”

                  	 	
                    2.1(b)
      of Appendix A

                  
	
                    “Regulation
      S Notes”

                  	 	
                    2.1(a)
      of Appendix A

                  
	
                    “Restricted
      Notes Legend”

                  	 	
                    2.3(e)
      of Appendix A

                  
	
                    “Restricted
      Payments”

                  	 	
                    4.07(a)

                  
	
                    “Rule
      144”

                  	 	
                    1.1(a)
      of Appendix A

                  
	
                    “Rule
      144A”

                  	 	
                    1.1(a)
      of Appendix A

                  
	
                    “Rule
      144A Global Note”

                  	 	
                    2.1(b)
      of Appendix A

                  
	
                    “Rule
      144A Notes”

                  	 	
                    2.1(a)
      of Appendix A

                  
	
                    “Rule
      501”

                  	 	
                    1.1(a)
      of Appendix A

                  
	
                    “Successor
      Company”

                  	 	
                    5.01(a)

                  
	
                    “Successor
      Guarantor”

                  	 	
                    5.01(c)

                  
	 
      	 	 
      


          

        

      

    

     

    Section
1.03       Rules of
Construction.

     

    Unless
the context otherwise requires:

     

    (1)           a
term defined in Section 1.01 or 1.02 has the meaning assigned to it therein, and
a term used herein that is defined in the Trust Indenture Act, either directly
or by reference therein, shall have the meaning assigned to it
therein;

     

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

     

    (3)           “or”
is not exclusive;

     

    (4)           words
in the singular include the plural, and words in the plural include the
singular;

     

    (5)           provisions
apply to successive events and transactions;

     

    (6)           unless
the context otherwise requires, any reference to an “Appendix,” “Article,”
“Section,” “clause,” “Schedule” or “Exhibit” refers to an Appendix, Article,
Section, clause, Schedule or Exhibit, as the case may be, of this
Indenture;

     

    (7)           the
words “herein,” “hereof” and other words of similar import refer to this
Indenture as a whole and not any particular Article, Section, clause or other
subdivision;

     

    (8)           “including”
means including without limitation;

     

    (9)           references
to sections of, or rules under, the Securities Act, the Exchange Act or the
Trust Indenture Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time;

     

    (10)           unless
otherwise provided, references to agreements and other instruments shall be
deemed to include all amendments and other modifications to such agreements or
instruments, but only to the extent such amendments and other modifications are
not prohibited by the terms of this Indenture; and


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    


    (11)           in
the event that a transaction meets the criteria of more than one category of
permitted transactions or listed exceptions, the Company may classify such
transaction as it, in its sole discretion, determines.

     

    Section
1.04       Incorporation by Reference
of Trust Indenture Act.

     

    Whenever
this Indenture refers to a provision of the Trust Indenture Act as applicable to
this Indenture, the provision is incorporated by reference in and made a part of
this Indenture.

     

    The
following Trust Indenture Act term used in this Indenture has the following
meaning:

     

    “obligor” on the Notes
and the Guarantees means the Company and the Guarantors, respectively, and any
successor obligor upon the Notes and the Guarantees, respectively.

     

    All other
terms used in this Indenture that are defined by the Trust Indenture Act,
defined by Trust Indenture Act reference to another statute or defined by SEC
rule under the Trust Indenture Act have the meanings so assigned to
them.

     

    Section
1.05       Acts of
Holders.

     

    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company and the Guarantors.  Proof of execution of any such instrument
or of a writing appointing any such agent, or the holding by any Person of a
Note, shall be sufficient for any purpose of this Indenture and (subject to
Section 7.01) conclusive in favor of the Trustee, the Company and the
Guarantors, if made in the manner provided in this Section 1.05.

     

    (b)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved (1) by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof or (2) in any other manner
deemed reasonably sufficient by the Trustee.  Where such execution is
by or on behalf of any legal entity other than an individual, such certificate
or affidavit shall also constitute proof of the authority of the Person
executing the same.  The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems
sufficient.

     

    (c)           The
ownership of Notes shall be proved by the Note Register.

     

    (d)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Note shall bind every future Holder of the same Note
and the Holder of every Note issued upon the registration of transfer thereof or
in exchange therefor or in lieu thereof, in respect of any action taken,
suffered or omitted by the Trustee, the Company or the Guarantors in reliance
thereon, whether or not notation of such action is made upon such
Note.


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    


    (e)           The
Company may set a record date for purposes of determining the identity of
Holders entitled to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, or to vote on any action authorized or permitted to be taken by
Holders; provided that
the Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in clause (f)
below.  Unless otherwise specified, if not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or in the case of any such vote, prior to such vote, any such record
date shall be the later of 30 days prior to the first solicitation of such
consent or vote or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation or vote.  If any record date is set
pursuant to this clause (e), the Holders on such record date, and only such
Holders, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action (including
revocation of any action), whether or not such Holders remain Holders after such
record date; provided
that no such action shall be effective hereunder unless made, given or taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Notes, or each affected Holder, as applicable, on such record
date.  Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder in the manner set forth in
Section 13.02.

     

    (f)           The
Trustee may set any day as a record date for the purpose of determining the
Holders entitled to join in the giving or making of (1) any notice of default
under Section 6.01(a), (2) any declaration of acceleration referred to in
Section 6.02, (3) any direction referred to in Section 6.05 or (4) any request
to institute proceedings referred to in Section 6.06(2).  If any
record date is set pursuant to this paragraph, the Holders on such record date,
and only such Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such
record date; provided
that no such action shall be effective hereunder unless made, given or taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Notes or each affected Holder, as applicable, on such record
date.  Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder in the manner set forth
in Section 13.02.

     

    (g)           Without
limiting the foregoing, a Holder entitled to take any action hereunder with
regard to any particular Note may do so with regard to all or any part of the
principal amount of such Note or by one or more duly appointed agents, each of
which may do so pursuant to such appointment with regard to all or any part of
such principal amount.  Any notice given or action taken by a Holder
or its agents with regard to different parts of such principal amount pursuant
to this paragraph shall have the same effect as if given or taken by separate
Holders of each such different part.

     

    (h)           Without
limiting the generality of the foregoing, a Holder, including a Depositary that
is the Holder of a Global Note, may make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders, and a Depositary that is the Holder of a Global Note,
may provide its proxy or proxies to the beneficial owners of interests in any
such Global Note through such Depositary’s standing instructions and customary
practices.

     

    (i)           The
Company may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by a Depositary entitled
under the procedures of such Depositary, if any, to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders; provided that if such a
record date is fixed, only the Holders on such record date or their duly
appointed proxy or proxies shall be entitled to make, give or take such request,
demand, authorization, direction, notice, consent, waiver or other action,
whether or not such Holders remain Holders after such record date.  No
such request, demand, authorization, direction, notice, consent, waiver or other
action shall be effective hereunder unless made, given or taken on or prior to
the applicable Expiration Date.


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

    (j)           With
respect to any record date set pursuant to this Section 1.05, the party hereto
that sets such record date may designate any day as the “Expiration Date” and
from time to time may change the Expiration Date to any earlier or later day;
provided that no such
change shall be effective unless notice of the proposed new Expiration Date is
given to the other party hereto in writing, and to each Holder of Notes in the
manner set forth in Section 13.02, on or prior to the existing Expiration
Date.  If an Expiration Date is not designated with respect to any
record date set pursuant to this Section 1.05, the party hereto which set such
record date shall be deemed to have initially designated the 120th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this clause (j).

     

    ARTICLE
2

    


    THE
NOTES

     

    Section
2.01        Form and Dating;
Terms.

     

    (a)           Provisions
relating to the Initial Notes and Additional Notes and any other Notes issued
are set forth in Appendix A hereto, which is hereby incorporated in and
expressly made a part of this Indenture.  The Notes and the Trustee’s
certificate of authentication shall each be substantially in the form of
Exhibit A hereto, which is hereby incorporated in and expressly made a part
of this Indenture.  The Notes may have notations, legends or
endorsements required by law, rules or agreements with national securities
exchanges to which the Company or any Guarantor is subject, if any, or usage
(provided that any such
notation, legend or endorsement is in a form acceptable to the
Company).  Each Note shall be dated the date of its
authentication.  The Notes shall be in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

     

    (b)           Subject
to Section 4.09 and Section 4.12, the aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is
unlimited.

     

    The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors, the Trustee and
the Collateral Agent, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.

     

    The Notes
shall be subject to repurchase by the Company pursuant to an Asset Disposition
Offer or Collateral Disposition Offer as provided in Section 4.10 or a Change of
Control Offer as provided in Section 4.14.  The Notes shall not be
redeemable other than as provided in Article 3.

     

    Additional
Notes ranking pari
passu with the Initial Notes may be created and issued from time to time
by the Company without notice to or consent of the Holders and shall be
consolidated with and form a single class with the Initial Notes and shall have
the same terms as to status, redemption or otherwise (other than issue date,
issue price and, if applicable, the first Interest Payment Date and the initial
interest accrual date) as the Initial Notes; provided that the Company’s
ability to issue Additional Notes shall be subject to the Company’s compliance
with Section 4.09 and Section 4.12.  Any Additional Notes shall be
issued with the benefit of an indenture supplemental to this
Indenture.


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    


    Section
2.02        Execution and
Authentication.

     

    (a)           At
least one Officer shall execute the Notes on behalf of the Company by manual or
facsimile signature.  If an Officer whose signature is on a Note no
longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid.

     

    (b)           A
Note shall not be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose until authenticated substantially in the form of
Exhibit A attached hereto by the manual signature of an authorized
signatory of the Trustee.  The signature shall be conclusive evidence
that the Note has been duly authenticated and delivered under this
Indenture.

     

    (c)           On
the Issue Date, the Trustee shall, upon receipt of a written order of the
Company signed by an Officer (an “Authentication
Order”), authenticate and deliver the Initial Notes.  In
addition, at any time and from time to time, the Trustee shall upon receipt of
an Authentication Order, authenticate and deliver any Additional Notes in an
aggregate principal amount specified in such Authentication Order for such
Additional Notes issued hereunder.

     

    (d)           The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes.  An authenticating agent may authenticate Notes
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as a Paying Agent
to deal with Holders or an Affiliate of the Company.

     

    Section
2.03       Registrar and Paying
Agent.

     

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

     

    (b)           The
Company initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.  The Company initially
appoints the Trustee to act as Paying Agent and Registrar for the Notes and to
act as a custodian with respect to the Global Notes.

     

    Section
2.04        Paying Agent to Hold Money
in Trust.

     

    The
Company shall, no later than 11:00 a.m. (New York City time) on each due date
for the payment of principal of, premium, if any, and interest on any of the
Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum
to be held in trust for the Holders entitled to the same, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
its action or failure so to act.  The Company shall require each
Paying Agent other than the Trustee to agree in writing that such Paying Agent
shall hold in trust for the benefit of Holders or the Trustee all money held by
such Paying Agent for the payment of principal of, premium, if any, and interest
on the Notes, and shall notify the Trustee of any default by the Company in
making any such payment.  While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the
Trustee.  The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee.  Upon payment over to the
Trustee, a Paying Agent (if other than the Company or a Subsidiary) shall have
no further liability for the money.  If the Company or a Subsidiary
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.  Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    


    Section
2.05       Holder
Lists.

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with Trust Indenture Act Section 312(a).  If
the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least two Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders, and the Company shall otherwise comply with Trust Indenture Act Section
312(a).

     

    Section
2.06       Transfer and
Exchange.

     

    (a)           The
Notes shall be issued in registered form and shall be transferable only upon the
surrender of a Note for registration of transfer and in compliance with Appendix
A.

     

    (b)           To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order in accordance with Section 2.02 or at the Registrar’s
request.

     

    (c)           No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange (other than pursuant to Section 2.07), but the Holders shall be
required to pay any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09,
4.10, 4.14 and 9.05).

     

    (d)           All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.

     

    (e)           Neither
the Company nor the Registrar shall be required (1) to issue, to register the
transfer of or to exchange any Note during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under
Section 3.02 and ending at the close of business on the day of selection, (2) to
register the transfer of or to exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part or (3) to register the transfer of or to exchange any Note between a Record
Date and the next succeeding Interest Payment Date.

     

    (f)           Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of, premium, if any, and (subject to the record date
provisions of the Notes) interest on such Notes and for all other purposes, and
none of the Trustee, any Agent or the Company shall be affected by notice to the
contrary.


    
      
         


      

      
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    (g)          Upon
surrender for registration of transfer of any Note at the office or agency of
the Company designated pursuant to Section 4.02, the Company shall execute, and
the Trustee shall authenticate and mail, in the name of the designated
transferee or transferees, one or more replacement Notes of any authorized
denomination or denominations of a like aggregate principal amount.

     

    (h)          At
the option of the Holder, Notes may be exchanged for other Notes of any
authorized denomination or denominations of a like aggregate principal amount
upon surrender of the Notes to be exchanged at such office or
agency.  Whenever any Global Notes or Definitive Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and mail, the replacement Global Notes and Definitive Notes which
the Holder making the exchange is entitled to in accordance with the provisions
of Section 2.02.

     

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

     

    Section
2.07           Replacement
Notes.

     

    If a
mutilated Note is surrendered to the Trustee or if a Holder claims that its Note
has been lost, destroyed or wrongfully taken and the Company and the Trustee
receives evidence to its satisfaction of the ownership and loss, destruction or
theft of such Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee’s
requirements are otherwise met.  If required by the Trustee or the
Company, an indemnity bond must be provided by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced.  The Company may charge the Holder for the
expenses of the Company and the Trustee in replacing a Note.  Every
replacement Note is a contractual obligation of the Company and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.  Notwithstanding the
foregoing provisions of this Section 2.07, in case any mutilated, destroyed,
lost or wrongfully taken Note has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Note, pay such
Notes.

     

    Section
2.08           Outstanding
Notes.

     

    (a)           The
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those cancelled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding.  Except as set forth in Section 2.09, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Note; provided that Notes held by
the Company or a Subsidiary of the Company will not be deemed to be outstanding
for purposes of Section 3.07(c).

     

    (b)           If
a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a protected purchaser, as such term is defined in Section 8-303 of the Uniform
Commercial Code in effect in the State of New York.

     

    (c)           If
the principal amount of any Note is considered paid under Section 4.01, it
ceases to be outstanding and interest on it ceases to accrue from and after the
date of such payment.

     

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


    
      
         


      

      
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    Section
2.09        Treasury
Notes.

     

    In
determining whether the Holders of the requisite principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, or by
any Affiliate of the Company, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that a
Trust Officer of the Trustee knows are so owned shall be so
disregarded.  Notes so owned which have been pledged in good faith
shall not be disregarded if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right to deliver any such direction, waiver or consent
with respect to the Notes and that the pledgee is not the Company or any obligor
upon the Notes or any Affiliate of the Company or of such other
obligor.  Notwithstanding the foregoing, Notes that are to be acquired
by the Company or an Affiliate of the Company pursuant to an exchange offer,
tender offer or other agreement shall not be deemed to be owned by such entity
until legal title to such Notes passes to such entity.

     

    Section
2.10        Temporary
Notes.

     

    Until
definitive Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary
Notes.  Temporary Notes shall be substantially in the form of
definitive Notes but may have variations that the Company considers appropriate
for temporary Notes and as shall be reasonably acceptable to the
Trustee.  Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.  Holders and beneficial holders, as the case may be, of
temporary Notes shall be entitled to all of the benefits accorded to Holders, or
beneficial holders, respectively, of Notes under this Indenture.

     

    Section
2.11        Cancellation.

     

    The
Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee or, at the direction of the Trustee, the
Registrar or Paying Agent, and no one else, shall cancel all Notes surrendered
for registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of cancelled Notes in accordance with its customary procedures
(subject to the record retention requirement of the Exchange
Act).  Certification of the disposition of all cancelled Notes shall,
upon the written request of the Company, be delivered to the
Company.  The Company may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for
cancellation.

     

    Section
2.12       Defaulted
Interest.

     

    (a)           If
the Company defaults in a payment of interest on the Notes, it shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01.  The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such defaulted interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such defaulted interest as provided in this Section
2.12.  The Company shall fix or cause to be fixed each such special
record date and payment date; provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest.  The Company shall promptly notify the
Trustee of such special record date.  At least 15 days before the
special record date, the Company (or, upon the written request of the Company,
the Trustee in the name and at the expense of the Company) shall mail, or cause
to be mailed to each Holder a notice that states the special record date, the
related payment date and the amount of such interest to be
paid.


    
      
         


      

      
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    (b)           Subject
to the foregoing provisions of this Section 2.12 and for greater certainty, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue interest, which were carried by such other
Note.

     

    Section
2.13        CUSIP and ISIN
Numbers.

     

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

     

    ARTICLE
3


     

    REDEMPTION

     

    Section
3.01        Notices to
Trustee.

     

    If the
Company elects to redeem Notes pursuant to Section 3.07, it shall furnish to the
Trustee, at least fifteen Business Days before notice of redemption is required
to be mailed or caused to be mailed to Holders pursuant to Section 3.03 (unless
a shorter notice shall be agreed to by the Trustee) but not more than 60 days
before a redemption date, an Officer’s Certificate setting forth (1) the
paragraph or subparagraph of such Note and/or Section of this Indenture pursuant
to which the redemption shall occur, (2) the redemption date, (3) the principal
amount of the Notes to be redeemed and (4) the redemption price, if then
ascertainable.  If any such redemption is subject to compliance with a
condition provided for herein, such Officer’s Certificate shall certify that
such condition has been complied with or, in the case of a redemption under
Section 3.07(c), shall certify, if such is the case, any conditions to be
complied with prior to the redemption date. If any such future conditions are
not so complied with, the Company shall give the Trustee prompt notice of such
non-compliance, after which the Trustee shall give notice to the Holders in the
same manner as the related notice of redemption was given that such conditions
have not been complied with and that the redemption shall not
occur.

     

    Section
3.02        Selection of Notes to Be
Redeemed or Purchased.

     

    (a)           If
less than all of the Notes are to be redeemed pursuant to Section 3.07 or
purchased in an Offer to Purchase at any time, the Trustee shall select the
Notes to be redeemed or purchased in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not listed, then on a pro rata basis, by lot or by
such other method as the Trustee in its sole discretion shall deem to be fair
and appropriate, and in any case subject to the rules and procedures of the
Depositary in the case of Global Notes.  In the event of partial
redemption or purchase, the particular Notes to be redeemed or purchased shall
be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the then outstanding Notes
not previously called for redemption or purchase.


    
      
         


      

      
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    (b)           The
Trustee shall promptly notify the Company in writing of the Notes selected for
redemption or purchase and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed or
purchased.  Notes and portions of Notes selected shall be in whole
multiples of $1,000; no Notes of $2,000 or less shall be redeemed in part,
except that if all of the Notes of a Holder are to be redeemed or purchased, the
entire outstanding amount of Notes held by such Holder, even if not $2,000 or a
multiple of $1,000 in excess thereof, shall be redeemed or
purchased.  Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also
apply to portions of Notes called for redemption or purchase.

     

    Section
3.03        Notice of
Redemption.

     

    (a)           Subject
to Section 3.09, the Company shall mail, or cause to be mailed (or, in the case
of Notes held in book-entry form, by electronic transmission) notices of
redemption of Notes at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at such Holder’s
registered address or otherwise in accordance with the procedures of the
Depositary, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with Article 8 or
Article 12.  Except as set forth in Section 3.07(c), notices of
redemption may not be conditional.

     

    (b)           The
notice shall identify the Notes (including CUSIP number) to be redeemed and
shall state:

     

    (1)          the
redemption date;

     

    (2)          the
redemption price, including the portion thereof representing any accrued and
unpaid interest; provided, that in connection
with a redemption under Section 3.07(b), the notice need not set forth the
redemption price but only the manner of calculation thereof;

     

    (3)          if
any Note is to be redeemed in part only, the portion of the principal amount of
that Note that is to be redeemed;

     

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

     

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

     

    (6)          that,
unless the Company defaults in making such redemption payment or the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

     

    (7)          the
paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant
to which the Notes called for redemption are being redeemed and, in case of a
redemption under Section 3.07(c), any conditions to such redemption;
and

     

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


    
      
         


      

      
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    (c)           At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense; provided that the Company
shall have delivered to the Trustee, at least fifteen Business Days before
notice of redemption is required to be sent or caused to be sent to Holders
pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officer’s Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in the
preceding paragraph.

     

    Section
3.04       Effect of Notice of
Redemption.

     

    Once
notice of redemption is mailed in accordance with Section 3.03, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price (except as provided for in Section 3.07(c)).  The
notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice.  In
any case, failure to give such notice or any defect in the notice to the Holder
of any Note designated for redemption in whole or in part shall not affect the
validity of the proceedings for the redemption of any other
Note.  Subject to Section 3.05, on and after the redemption date,
interest ceases to accrue on Notes or portions of Notes called for
redemption.

     

    Section
3.05       Deposit of Redemption or
Purchase Price.

     

    (a)           No
later than 11:00 a.m. (New York City time) on the redemption or purchase date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued and unpaid
interest on all Notes to be redeemed or purchased on that date, subject to the
right of Holders of record on the relevant Record Date to receive interest due
on an Interest Payment Date falling on or prior to the redemption or purchase
date.  The Paying Agent shall promptly pay to each Holder of Notes to
be redeemed or repurchased the applicable redemption or purchase price thereof
and, subject as aforesaid, any accrued and unpaid interest
thereon.  The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption or purchase price of,
and accrued and unpaid interest on, all Notes to be redeemed or
purchased.

     

    (b)           If
the Company complies with the provisions of Section 3.05(a), on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the
portions of Notes called for redemption or purchase.  If any Note
called for redemption or purchase shall not be so paid upon surrender for
redemption or purchase because of the failure of the Company to comply with
Section 3.05(a), interest shall be paid on the unpaid principal, from the
redemption or purchase date until such principal is paid, and to the extent
lawful on any interest accrued to the redemption or purchase date not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01.

     

    Section
3.06        Notes Redeemed or Purchased
in Part.

     

    Upon
surrender of a Note that is redeemed or purchased in part, the Company shall
issue and, upon receipt of an Authentication Order, the Trustee shall promptly
authenticate and mail to the Holder (or cause to be transferred by book entry)
at the expense of the Company a new Note equal in principal amount to the
unredeemed or unpurchased portion of the Note surrendered representing the same
Indebtedness to the extent not redeemed or purchased; provided that each new Note
shall be in a principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof.


    
      
         


      

      
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    Section
3.07        Optional
Redemption.

     

    (a)           At
any time prior to October 15, 2014, but no more than once in any twelve-month
period, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each relevant Holder’s registered address, the Company may
redeem in aggregate up to the 10% of the original principal amount of the Notes
at a redemption price equal to 103% of the principal amount of the Notes, plus
accrued and unpaid interest, if any, to the date of redemption, subject to the
rights of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date.  Promptly after the
determination thereof, the Company shall give the Trustee notice of the
redemption price provided for in this Section 3.07(a), and the Trustee shall not
be responsible for such calculation.

     

    (b)           At
any time prior to October 15, 2014, upon not less than 30 nor more than 60 days’
prior notice mailed by first-class mail to each relevant Holder’s registered
address, the Company may redeem the Notes, in whole or in part, at a redemption
price equal to 100% of the principal amount of the Notes, plus the Applicable
Premium and accrued and unpaid interest, if any, to the date of redemption,
subject to the rights of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date.  Promptly
after the determination thereof, the Company shall give the Trustee notice of
the redemption price provided for in this Section 3.07(b), and the Trustee shall
not be responsible for such calculation.

     

    (c)           Prior
to October 15, 2013, the Company may, at its option, on any one or more
occasions, redeem up to 35% of the original principal amount of the Notes
(calculated after giving effect to any issuance of Additional Notes) with the
Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to
109.50% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the applicable redemption date, subject to the
right of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date; provided that (1) at least
65% of the original principal amount of Notes (calculated after giving effect to
any issuance of Additional Notes) remains outstanding after each such
redemption; and (2) such redemption occurs within 60 days of the date of closing
of each such Equity Offering.  Any notice of redemption upon any
Equity Offering may be given prior to the completion of such Equity Offering,
and any such redemption or notice may, at the Company’s discretion, be subject
to one or more conditions precedent, including, but not limited to, completion
of the related Equity Offering.

     

    (d)           Except
pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes shall
not be redeemable at the Company’s option prior to October 15,
2014.

     

    (e)           On
and after October 15, 2014, the Company may redeem all or, from time to time, a
part of the Notes upon not less than 30 nor more than 60 days’ notice pursuant
to Section 3.03 at the following redemption prices (expressed as a
percentage of principal amount of the Notes to be redeemed), plus accrued and
unpaid interest on the Notes, if any, to the applicable redemption date, subject
to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date, if redeemed during the
twelve-month period beginning on October 15 of the years indicated
below:

     

    
      
        
          	
                  
                    Year

                  

                	 	
                  
                    Percentage

                  

                	 
	
                  2014

                	 	 	104.75	%
	
                  2015

                	 	 	102.375	%
	
                  2016
      and thereafter

                	 	 	100.00	%
	 
      	 	 	 	 


        

      

    

     

    
      
         


      

      
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    (f)           If
the redemption date pursuant to this Section 3.07 is on or after an interest
Record Date and on or before the related Interest Payment Date, the accrued and
unpaid interest, if any, will be paid to the Person in whose name the Note is
registered at the close of business, on such Record Date, and no additional
interest will be payable to Holders whose Notes will be subject to redemption by
the Company.

     

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

     

    (h)          The
Company or its Affiliates may acquire Notes by means other than a redemption,
whether by tender offer, exchange offer, open market purchases, negotiated
transactions or otherwise, in accordance with applicable securities laws, so
long as such acquisition does not otherwise violate the terms of this
Indenture.

     

    Section
3.08        Mandatory
Redemption.

     

    The
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.

     

    Section
3.09       Offers to Repurchase by
Application of Excess Proceeds.

     

    (a)           In
the event that, pursuant to Section 4.10, the Company shall be required to
commence a Collateral Disposition Offer or an Asset Disposition Offer, the
Company shall follow the procedures specified below.

     

    (b)           The
Collateral Disposition Offer or Asset Disposition Offer shall remain open for a
period of 20 Business Days following its commencement, except to the extent that
a longer period is required by applicable law (the “Asset Disposition Offer
Period”).  No later than five Business Days after the
termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase
Date”), the Company shall purchase the principal amount of Notes and Pari
Passu Lien Indebtedness, in the case of a Collateral Disposition Offer, or Pari
Passu Indebtedness, in the case of an Asset Disposition Offer, required to be
purchased pursuant to Section 4.10 (the “Asset Disposition Offer
Amount”), or, if less than the Asset Disposition Offer Amount has been so
validly tendered, all Notes and Pari Passu Lien Indebtedness, in the case of a
Collateral Disposition Offer, or Pari Passu Indebtedness, in the case of an
Asset Disposition Offer, validly tendered in response to the Collateral
Disposition Offer or Asset Disposition Offer, as applicable.  Payment
for any Notes so purchased shall be made in the same manner as interest payments
are made.

     

    (c)           If
the Asset Disposition Purchase Date is on or after an interest Record Date and
on or before the related Interest Payment Date, any accrued and unpaid interest
will be paid on such Asset Disposition Purchase Date to the Person in whose name
a Note is registered at the close of business on such Record Date, and no
additional interest will be payable to Holders who tender Notes pursuant to the
Collateral Disposition Offer or Asset Disposition Offer.

     

    (d)           Upon
the commencement of a Collateral Disposition Offer or an Asset Disposition
Offer, the Company shall mail a notice (or, in the case of Global Notes,
otherwise communicate in accordance with the procedures of the Depositary) to
each of the Holders, with a copy to the Trustee.  The notice shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Collateral Disposition Offer or Asset Disposition
Offer, as applicable.  The Collateral Disposition Offer or Asset
Disposition Offer, as applicable, shall be made to all Holders and, if required,
all holders of Pari Passu Lien Indebtedness, in the case of a Collateral
Disposition Offer, or all holders of Pari Passu Indebtedness, in the case of an
Asset Disposition Offer.  The notice, which shall govern the terms of
the Collateral Disposition Offer or Asset Disposition Offer, as applicable,
shall state:


    
      
         


      

      
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    (1)           that
the offer is being made pursuant to this Section 3.09 and Section 4.10 and
the length of time the offer shall remain open;

     

    (2)           the
Asset Disposition Offer Amount, the purchase price, including the portion
thereof representing any accrued and unpaid interest, and the Asset Disposition
Purchase Date;

     

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

     

    (4)           that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Collateral Disposition Offer or Asset Disposition Offer
will cease to accrue interest on and after the Asset Disposition Purchase
Date;

     

    (5)           that
Holders electing to have a Note purchased pursuant to a Collateral Disposition
Offer or an Asset Disposition Offer may elect to have Notes purchased only in a
principal amount of $2,000 or in an integral multiple of $1,000 in excess
thereof;

     

    (6)           that
Holders electing to have a Note purchased pursuant to any Collateral Disposition
Offer or Asset Disposition Offer shall be required to surrender the Note, with
the form entitled “Option of Holder to Elect Purchase” attached to the Note
completed, or transfer by book-entry transfer, to the Company, the Depositary,
if appointed by the Company, or a Paying Agent at the address specified in the
notice prior to the close of business on the third Business Day preceding the
Asset Disposition Purchase Date;

     

    (7)           that
Holders shall be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives at the address
specified in the notice, not later than the expiration of the Asset Disposition
Offer Period, a telegram, facsimile transmission, letter or other form of
notification acceptable to the Company, the Paying Agent and, if applicable, the
Depositary setting forth the name of the Holder, the principal amount of the
Notes the Holder tendered for purchase and a statement that such Holder is
withdrawing its tendered Notes and its election to have such Note purchased;
and

     

    (8)           that,
if the aggregate principal amount of Notes and Pari Passu Lien Indebtedness, in
the case of a Collateral Disposition Offer, or Pari Passu Indebtedness, in the
case of an Asset Disposition Offer, surrendered by the holders thereof exceeds
the Asset Disposition Offer Amount, then the Notes and such Pari Passu Lien
Indebtedness or Pari Passu Indebtedness, as applicable shall be purchased on a
pro rata basis based on
the aggregate principal amount of the Notes or such Pari Passu Lien Indebtedness
or Pari Passu Indebtedness, as applicable tendered and the selection of the
Notes for purchase shall be made by the Trustee on a pro rata basis to the extent
practicable, or to the extent that election on a pro rata basis is not
practicable, by lot or another method in accordance with the procedures of the
Depositary, although no Note having a principal amount of $2,000 shall be
purchased in part.


    
      
         


      

      
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    (e)           On
or before the Asset Disposition Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Lien
Indebtedness, in the case of a Collateral Disposition Offer, or Pari Passu
Indebtedness, in the case of an Asset Disposition Offer, or portions thereof
validly tendered and not validly withdrawn pursuant to the offer, or if less
than the Asset Disposition Offer Amount has been validly tendered and not
validly withdrawn, all Notes and Pari Passu Lien Indebtedness or Pari Passu
Indebtedness, as applicable so validly tendered and not validly withdrawn, in
the case of the Notes in principal amounts of $2,000 or an integral multiple of
$1,000 in excess thereof; provided that if, following
repurchase of a portion of a Note, the remaining principal amount of such Note
outstanding immediately after such repurchase is not in a principal amount of
$2,000 or an integral multiple of $1,000 in excess thereof, then the portion of
such Note so repurchased shall be reduced by the minimum amount such that the
remaining principal amount of such Note outstanding immediately after such
repurchase is $2,000 or an integral multiple of $1,000 in excess thereof. The
Company shall deliver or cause to be delivered to the Trustee the Notes so
accepted and an Officer’s Certificate stating the aggregate principal amount of
Notes or portions thereof so accepted and that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 3.09.  In addition, the Company shall deliver all certificates
and Notes required, if any, by the agreements governing the Pari Passu Lien
Indebtedness or Pari Passu Indebtedness, as applicable.

     

    (f)           The
Paying Agent or the Company, as the case may be, shall promptly, but in no event
later than five Business Days after termination of the Asset Disposition Offer
Period, mail or deliver to each tendering Holder or lender of Pari Passu Lien
Indebtedness, in the case of Collateral Disposition Offer, or Pari Passu
Indebtedness, in the case of an Asset Disposition Offer, as the case may be, an
amount equal to the purchase price of the Notes or the Pari Passu Lien
Indebtedness or Pari Passu Indebtedness, as applicable so validly tendered and
not withdrawn by such Holder or lender, as the case may be, and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon receipt of an Authentication Order, shall authenticate and mail or
deliver (or cause to be transferred by book-entry) such new Note to such Holder
in a principal amount equal to any unpurchased portion of the Note surrendered
representing the same Indebtedness to the extent not repurchased; provided that each such new
Note shall be in a principal amount of $2,000 or an integral multiple of $1,000
in excess thereof.  In addition, the Company shall take any and all
other actions required by the agreements governing the Pari Passu Lien
Indebtedness or Pari Passu Indebtedness, as applicable.  Any Note not
so accepted shall be promptly mailed or delivered by the Company to the Holder
thereof.  The Company shall publicly announce the results of the
Collateral Disposition Offer or Asset Disposition Offer, as applicable, on or as
soon as practicable after the Asset Disposition Purchase Date.

     

    Other
than as specifically provided in this Section 3.09 or Section 4.10, any purchase
pursuant to this Section 3.09 shall be made pursuant to the applicable
provisions of Sections 3.01 through 3.06.

     

    ARTICLE
4


     

    COVENANTS

     

    Section
4.01       Payment of
Notes.

     

    (a)           The
Company shall pay or cause to be paid the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than one of the Company or a
Subsidiary, holds as of noon, New York City time, on the due date, money
deposited by the Company in immediately available funds and designated for and
sufficient to pay the principal of, premium, if any, and interest then
due.

     

    (b)           The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, at the rate
equal to the then applicable interest rate on the Notes to the extent lawful; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.


    
      
         


      

      
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    Section
4.02       Maintenance of Office or
Agency.

     

    The
Company shall maintain an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company and the Guarantors in respect of the
Notes and this Indenture may be served.  The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

     

    The
Company may also from time to time designate additional 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.  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 designates the office of the Trustee in the Borough of Manhattan,
The City of New York, as one such office or agency of the Company in accordance
with Section 2.03, with an address (as of the date of this Indenture) at 101
Barclay Street, New York, New York 10286.

     

    Section
4.03        Reports and Other
Information.

     

    (a)           Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, if not filed electronically with the SEC through
EDGAR (or any successor system), the Company will provide to the Trustee and the
Holders of the Notes, within 15 days of the time periods specified in the
relevant forms:

     

    (1)         all
quarterly and annual information that would be required to be contained in a
filing with the SEC on Forms 10-Q and 10-K if the Company were required to file
such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and, with respect to the annual information
only, a report on the annual financial statements by the Company’s independent
registered public accounting firm; and

     

    (2)         all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.

     

    (b)           In
addition, the Company and the Guarantors agree that they will make available to
the Holders and to prospective investors, upon the request of such Holders, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as the Notes are not freely transferable under the
Securities Act and the Company shall also make such information available to
securities analysts and market making financial institutions that are reasonably
satisfactory to the Company.

     

    (c)           In
addition, so long as any Notes are outstanding, the Company shall hold quarterly
conference calls that are publicly accessible after the Company’s financial
information for the prior fiscal period have been made available; provided that such conference
calls shall be held no later than 10 days after the date that such financial
information is required to be made available. No fewer than three Business Days
prior to the date of the conference call required to be held in accordance with
the preceding sentence, the Company shall issue a press release to the
appropriate U.S. wire services announcing the time and the date of such
conference call and directing the beneficial owners of, and prospective
investors in, the Notes and securities analysts to contact an individual at the
Company (for whom contact information shall be provided in such press release)
to obtain information on how to access such conference call.


    
      
         


      

      
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    (d)           If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries
and such Unrestricted Subsidiaries, either individually or collectively, would
otherwise have been a Significant Subsidiary, then the quarterly and annual
financial statements required by Section 4.03(a) shall include a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes to the financial statements and in management’s discussion and
analysis of results of operations and financial condition, of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries.

     

    (e)           Any
information filed with, or furnished to, the SEC shall be deemed to have been
provided as required by this covenant, and to the extent such filings comply
with the rules and regulations of the SEC regarding such filings, they will be
deemed to comply with the requirements of this covenant. Any subsequent
restatement of financial statements shall have no retroactive effect for
purposes of calculations previously made pursuant to the covenants contained in
this Indenture.

     

    (f)           Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

     

    Section
4.04       Compliance
Certificate.

     

    (a)           The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a certificate from the principal executive officer, principal
financial officer or principal accounting officer stating that a review of the
activities of the Company and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officer with a
view to determining whether the Company and each Guarantor have kept, observed,
performed and fulfilled their obligations under this Indenture, and further
stating, as to such Officer signing such certificate, that to the best of his or
her knowledge, the Company and each Guarantor have kept, observed, performed and
fulfilled each and every condition and covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions, covenants and conditions of this Indenture (or, if a Default shall
have occurred, describing all such Defaults of which he or she may have
knowledge and what action the Company and the Guarantor are taking or propose to
take with respect thereto).

     

    (b)           The
Company shall promptly (which shall be no more than 10 days following the date
on which the Company becomes aware of any event which would constitute a
Default) send to the Trustee an Officer’s Certificate specifying such event, its
status and what action the Company is taking or proposes to take with respect
thereto.

     

    Section
4.05       Taxes.

     

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


    
      
         


      

      
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    Section
4.06        Stay, Extension and Usury
Laws.

     

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

     

    Section
4.07        Limitation on Restricted
Payments.

     

    (a)           The
Company shall not, and shall not permit any of its Restricted Subsidiaries,
directly or indirectly, to:

     

    (1)       declare
or pay any dividend or make any distribution (whether made in cash, securities
or other property) on or in respect of its Capital Stock (including any dividend
or distribution paid in connection with any merger or consolidation involving
the Company or any of its Restricted Subsidiaries) other than:

     

    (a)           dividends
or distributions payable solely in Capital Stock of the Company (other than
Disqualified Stock); and

     

    (b)           dividends
or distributions by a Restricted Subsidiary payable to the Company or another
Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned
Subsidiary, to its other holders of Common Stock on a pro rata
basis);

     

    (2)       purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company
or any direct or indirect parent of the Company held by Persons other than the
Company or a Restricted Subsidiary (other than in exchange for Capital Stock of
the Company (other than Disqualified Stock));

     

    (3)       make
any principal payment on, or purchase, repurchase, redeem, defease or otherwise
acquire or retire for value, prior to any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Senior Unsecured Pari Passu
Indebtedness, Subordinated Obligations or Guarantor Subordinated Obligations,
other than:

     

    (a)           Indebtedness
of the Company owing to and held by any Guarantor or Indebtedness of a Guarantor
owing to and held by the Company or any other Guarantor permitted under clause
(4) of Section 4.09(b); or

     

    (b)           the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Senior Unsecured Pari Passu Indebtedness, Subordinated Obligations
or Guarantor Subordinated Obligations purchased in anticipation of satisfying a
sinking fund obligation or final maturity, in each case due within one year of
the date of purchase, repurchase, redemption, defeasance or other acquisition or
retirement; or

     

    (c)           repayments
from time to time of advances outstanding under revolving credit facilities;
or


    
      
         


      

      
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    (4)     make
any Restricted Investment in any Person

     

    (all such
payments and other actions referred to in clauses (1) through (4) (other than
any exception thereto) shall be referred to as a “Restricted Payment”),
unless, at the time of and after giving effect to such Restricted
Payment:

     

    (A)           no
Default shall have occurred and be continuing (or would result
therefrom);

     

    (B)           immediately
after giving effect to such transaction on a pro forma basis, the Company
is able to Incur $1.00 of additional Indebtedness under Section 4.09(a);
and

     

    (C)           the
aggregate amount of such Restricted Payment and all other Restricted Payments
declared or made subsequent to the Issue Date (excluding Restricted Payments
made pursuant to clauses (1), (2), (3), (8), (9) and (10) of Section 4.07(b)),
would not exceed the sum of, without duplication:

     

    (i)           50%
of Consolidated Net Income for the period (treated as one accounting period)
from October 1, 2010 to the end of the most recent fiscal quarter ending prior
to the date of such Restricted Payment for which financial statements are
available (or, in case such Consolidated Net Income is a deficit, minus 100% of
such deficit);

     

    (ii)          100%
of the aggregate Net Cash Proceeds and the fair market value, as determined in
Good Faith by the Company, of marketable securities or other property received
by the Company from the issue or sale of its Capital Stock (or, to the extent
such proceeds are actually contributed to the Company, Capital Stock of the
Company’s direct or indirect parent companies) (other than Disqualified Stock)
or other capital contributions subsequent to the Issue Date, other
than:

     

    (x)           Net
Cash Proceeds received from an issuance or sale of such Capital Stock to a
Subsidiary of the Company or to an employee stock ownership plan, option plan or
similar trust to the extent such sale to an employee stock ownership plan or
similar trust is financed by loans from or guaranteed by the Company or any
Restricted Subsidiary unless such loans have been repaid with cash on or prior
to the date of determination; and

     

    (y)           Net
Cash Proceeds received by the Company from the issue and sale of its Capital
Stock or capital contributions to the extent applied to redeem Notes in
compliance with Section 3.07(c);

     

    (iii)         the
amount by which Indebtedness of the Company or its Restricted Subsidiaries is
reduced on the Company’s consolidated balance sheet upon the conversion or
exchange (other than Indebtedness held by a Subsidiary of the Company)
subsequent to the Issue Date of any Indebtedness of the Company or its
Restricted Subsidiaries for Capital Stock (other than Disqualified Stock) of the
Company (less the amount of any cash, or the fair market value of any other
property, distributed by the Company upon such conversion or exchange);
and

     

    (iv)         the
amount equal to the net reduction in Restricted Investments made by the Company
or any of its Restricted Subsidiaries in any Person resulting
from:


    
      
         


      

      
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    (x)           repurchases
or redemptions of such Restricted Investments by such Person, proceeds realized
upon the sale of such Restricted Investment to an unaffiliated purchaser,
repayments of loans or advances or other transfers of assets (including by way
of dividend or distribution) by such Person to the Company or any Restricted
Subsidiary (other than for reimbursement of tax payments); or

     

    (y)           the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or the
merger or consolidation of an Unrestricted Subsidiary with and into the Company
or any of its Restricted Subsidiaries (valued in each case as provided in the
definition of “Investment”) not to
exceed the amount of Investments previously made by the Company or any
Restricted Subsidiary in such Unrestricted Subsidiary,

     

    which
amount, in each case under this clause (iv), was included in the calculation of
the amount of Restricted Payments; provided, however,  that no
amount will be included under this clause (iv) to the extent it is already
included in Consolidated Net Income.

     

    (b)           The
provisions of Section 4.07(a) shall not prohibit:

     

    (1)           any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Capital Stock, Disqualified Stock, Senior Unsecured Pari Passu Indebtedness,
or Subordinated Obligations of the Company or Guarantor Subordinated Obligations
of any Guarantor made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary
or an employee stock ownership plan or similar trust to the extent such sale to
an employee stock ownership plan or similar trust is financed by loans from or
guaranteed by the Company or any Restricted Subsidiary unless such loans have
been repaid with cash on or prior to the date of determination); provided, however, that the
Net Cash Proceeds from such sale of Capital Stock will be excluded from Section
4.07(a)(C)(ii), it being understood that “substantially concurrent” shall mean
that such purchase, repurchase, redemption, defeasance or other acquisition or
retirement occurs within 60 days of the applicable sale, so long as a notice of
purchase, repurchase, redemption, defeasance or other acquisition or retirement
is issued with respect to the applicable Indebtedness or Obligations no later
than the day after the closing of the applicable sale;

     

    (2)           any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
(a) of Senior Unsecured Pari Passu Indebtedness or Subordinated Obligations of
the Company or Guarantor Subordinated Obligations of any Guarantor made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
Subordinated Obligations of the Company or (b) of Guarantor Subordinated
Obligations made by exchange for or out of the proceeds of the substantially
concurrent sale of Guarantor Subordinated Obligations or (c) of Senior Unsecured
Pari Passu Indebtedness of the Company made by exchange for, or out of the
proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu
Indebtedness of the Company or (d) of Senior Unsecured Pari Passu Indebtedness
of a Guarantor made by exchange for, or out of the proceeds of the substantially
concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Company or
such Guarantor or Guarantor Subordinated Obligations of such Guarantor that, in
each case, is permitted to be Incurred pursuant to Section 4.09 and that in each
case constitutes Refinancing Indebtedness, it being understood that
“substantially concurrent” shall mean that such purchase, repurchase,
redemption, defeasance or other acquisition or retirement occurs within 60 days
of the applicable sale, so long as a notice of purchase, repurchase, redemption,
defeasance or other acquisition or retirement is issued with respect to the
applicable Indebtedness or Obligations no later than the day after the closing
of the applicable sale;


    
      
         


      

      
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    (3)           any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange
for or out of the proceeds of the substantially concurrent sale of Disqualified
Stock of the Company or such Restricted Subsidiary, as the case may be, so long
as such refinancing Disqualified Stock is permitted to be Incurred pursuant to
Section 4.09 and constitutes Refinancing Indebtedness;

     

    (4)           the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of any Subordinated Obligation or Guarantor Subordinated Obligation
(a) at a purchase price not greater than 101% of the principal amount of
such Subordinated Obligation or Guarantor Subordinated Obligation in the event
of a Change of Control in accordance with provisions similar to Section 4.14 or
less favorable to the holders thereof or (b) at a purchase price not
greater than 100% of the principal amount thereof in accordance with provisions
similar to Section 4.10 or less favorable to the holders thereof; provided that, prior to or
simultaneously with such purchase, repurchase, redemption, defeasance or other
acquisition or retirement, the Company has made the Change of Control Offer,
Collateral Disposition Offer or Asset Disposition Offer, as applicable, as
provided in such covenant with respect to the Notes and has completed the
repurchase or redemption of all Notes validly tendered for payment in connection
with such Change of Control Offer, Collateral Disposition Offer or Asset
Disposition Offer;

     

    (5)           any
purchase or redemption of Subordinated Obligations or Guarantor Subordinated
Obligations from Net Available Cash to the extent permitted under Section
4.10;

     

    (6)           dividends
or other distributions paid within 60 days after the date of declaration if at
such date of declaration such dividend or distribution would have complied with
the provisions of this Indenture;

     

    (7)           so
long as no Default or Event of Default shall have occurred and be continuing,
repurchases of Capital Stock (or rights or options therefor) of the Company from
officers, directors, employees or consultants pursuant to equity ownership or
compensation plans or stockholders agreements not to exceed $2.0 million per
annum; and

     

    (8)           other
Restricted Payments in an aggregate amount taken together with all other
Restricted Payments made pursuant to this clause (8) not to exceed $10.0
million;

     

    provided, however, that at
the time of and after giving effect to, any Restricted Payment permitted under
clauses (5), (7), or (8), no Default shall have occurred and be continuing or
would occur as a consequence thereof.

     

    (c)           The
amount of all Restricted Payments (other than cash) will be the fair market
value on the date of such Restricted Payment of the assets or securities
proposed to be paid, transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair
market value of any cash Restricted Payment shall be its face amount and any
non-cash Restricted Payment shall be determined conclusively in Good Faith by
the Company and any such determination shall be (x) delivered to the
Trustee if such fair market value is estimated in Good Faith by the Company to
exceed $5.0 million and (y) based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such
fair market value is estimated in Good Faith by the Company to exceed $10.0
million.


    
      
         


      

      
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    (d)           As
of the Issue Date, all of the Company’s domestic Subsidiaries other than BCS
will be Restricted Subsidiaries. The Company will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the last
sentence of the definition of “Unrestricted Subsidiary.” For purposes of
designating any Restricted Subsidiary as an Unrestricted Subsidiary, all
outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid) in the Subsidiary so designated will be deemed to be
Restricted Payments in an amount determined as set forth in the definition of
“Investment.” Such designation will be permitted only if a Restricted Payment in
such amount would be permitted at such time and if such Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries
will not be subject to any of the restrictive covenants set forth in this
Indenture.

     

    Section
4.08           Limitation on Restrictions
on Distribution From Restricted Subsidiaries.

     

    (a)           The
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to:

     

    (1)           (A)
pay dividends or make any other distributions on its Capital Stock to the
Company or any of its Restricted Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or (B) pay any
Indebtedness or other obligations owed to the Company or any Restricted
Subsidiary (it being understood that the priority of any Preferred Stock in
receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on Common Stock shall not be deemed a
restriction on the ability to make distributions on Capital Stock);

     

    (2)           make
any loans or advances to the Company or any Restricted Subsidiary (it being
understood that the subordination of loans or advances made to the Company or
any Restricted Subsidiary to other Indebtedness Incurred by the Company or any
Restricted Subsidiary shall not be deemed a restriction on the ability to make
loans or advances); or

     

    (3)           sell,
lease or transfer any of its property or assets to the Company or any Restricted
Subsidiary (it being understood that such transfers shall not include any type
of transfer described in clause (1) or (2) above).

     

    (b)           The
provisions of Section 4.08(a) will not prohibit:

     

    (i)           any
encumbrance or restriction pursuant to an agreement in effect at or entered into
on the Issue Date, including, without limitation, this Indenture, the Notes, the
Guarantees, the Collateral Documents, the Intercreditor Agreement, the ABL
Facility (and related documentation) and Hedging Obligations in effect on such
date;

     

    (ii)          any
encumbrance or restriction with respect to a Person pursuant to an agreement
relating to any Capital Stock or Indebtedness Incurred by such Person on or
before the date on which such Person became a Restricted Subsidiary or was
acquired by, merged into or consolidated with the Company or a Restricted
Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration
in, or to provide all or any portion of the funds or credit support utilized to
consummate, the transaction or series of related transactions pursuant to which
such Person became a Restricted Subsidiary or was acquired by, merged into or
consolidated with the Company or in contemplation of the transaction) and
outstanding on such date; provided that any such
encumbrance or restriction shall not extend to any Person or the assets or
property of the Company or any other Restricted Subsidiary other than the Person
and its Subsidiaries or the assets and property so acquired and that, in the
case of Indebtedness, was permitted to be Incurred pursuant to this
Indenture;


    
      
         


      

      
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    (iii)          any
encumbrance or restriction pursuant to an agreement effecting a refunding,
replacement or refinancing of Indebtedness Incurred pursuant to an agreement
referred to in clause (i) or (ii) of this Section 4.08(b) or this
clause (iii) or contained in any amendment, restatement, modification,
renewal, supplement, refunding, replacement or refinancing of an agreement
referred to in clause (i) or (ii) of this Section 4.08(b) or this
clause (iii); provided,
however, that the
encumbrances and restrictions with respect to such Restricted Subsidiary
contained in any such agreement are no less favorable (as determined in Good
Faith by the Company) in any material respect, taken as a whole, to the Holders
of the Notes than the encumbrances and restrictions contained in such agreements
referred to in clauses (i) or (ii) of this Section 4.08(b) on the
Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary
or was merged into a Restricted Subsidiary, whichever is
applicable;

     

    (iv)         in
the case of clause (3) of Section 4.08(a), any Liens permitted to be
Incurred under the provisions of Section 4.12 that limit the right of the debtor
to dispose of the assets securing such Indebtedness;

     

    (v)           (a)
any purchase money obligations for property acquired in the ordinary course of
business and (b) any Capitalized Lease Obligations permitted under this
Indenture, in each case that impose encumbrances or restrictions of the nature
described in clause (3) of Section 4.08(a) on the property so
acquired;

     

    (vi)         any
restriction with respect to a Restricted Subsidiary (or any of its property or
assets) imposed pursuant to an agreement entered into for the sale or
disposition of Capital Stock or assets of such Restricted Subsidiary (or the
property or assets that are subject to such restriction) pending the closing of
such sale or disposition;

     

    (vii)        any
restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business;

     

    (viii)       any
customary provisions in joint venture partnership agreements, limited liability
company organizational governance documents, and other similar agreements that
restrict the transfer of ownership interests in such partnership, limited
liability company, joint venture or similar Person;

     

    (ix)          any
customary provisions in leases, subleases or licenses and other agreements
entered into by the Company or any Restricted Subsidiary in the ordinary course
of business;

     

    (x)           any
encumbrances or restrictions arising or existing by reason of applicable law or
any applicable rule, regulation or order;

     

    (xi)           any
encumbrances or restrictions contained in indentures or debt instruments or
other debt arrangements Incurred or Preferred Stock issued by Guarantors in
accordance with Section 4.09 that are not more restrictive, taken as a whole,
than those applicable to the Company in either this Indenture or the ABL
Facility on the Issue Date (which results in encumbrances or restrictions
comparable to those applicable to the Company at a Restricted Subsidiary level);
and


    
      
         


      

      
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    (xii)     
   any encumbrances or restrictions of the type referred to in clauses
(1), (2) and (3) of Section 4.08(a) imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (i) through (xi) above; provided that such
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are determined in Good Faith by the
Company to not be materially more restrictive with respect to such encumbrance
and other restrictions than those prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or
refinancing; provided,
further, that with respect to contracts, instruments or obligations
existing on the Issue Date, any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are
determined in Good Faith by the Company to not be materially more restrictive
with respect to such encumbrances and other restrictions than those contained in
such contracts, instruments or obligations as in effect on the Issue
Date.

     

    Section
4.09        Limitation on
Indebtedness.

     

    (a)       
   The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness
(including Acquired Indebtedness); provided, however, that the Company and
the Restricted Subsidiaries that are Guarantors may Incur Indebtedness
(including Acquired Indebtedness) if on the date thereof and after giving effect
thereto on a pro forma basis:

     

    (1)    
  the Consolidated Coverage Ratio for the Company and its Restricted
Subsidiaries is at least 2.00 to 1.00; and

     

    (2)    
  no Default or Event of Default will be continuing or would occur as
a consequence of Incurring the Indebtedness on entering into transactions
relating to such incurrence.

     

    (b)       
   The provisions of Section 4.09(a) will not prohibit the
Incurrence of the following Indebtedness:

     

    (1)    
  Indebtedness Incurred pursuant to Debt Facilities in an aggregate
principal amount not to exceed the greater of (a) $125.0 million, less (i)
the aggregate principal amount of all principal repayments actually made (in the
case of repayments of the ABL Facility or other revolving Indebtedness, to the
extent such repayments are permanent or accompanied by a reduction in
commitments) under the Debt Facilities since the Issue Date with Net Available
Cash from Asset Dispositions utilized in accordance with the fourth paragraph of
Section 4.10(a) and Section 4.10(b)(iii), and (ii) the aggregate principal
amount of any Additional Notes or Pari Passu Indebtedness issued pursuant to the
proviso in Section 4.09(b)(2), and (b) the Borrowing Base;

     

    (2)   
   Indebtedness (a) of the Company evidenced by the Notes issued
on the Issue Date and of Guarantors evidenced by the Guarantees relating to such
Notes, (b) of the Company evidenced by the Additional Notes or Pari Passu
Indebtedness in an aggregate principal amount of not more than $75.0 million
issued after the Issue Date and of Guarantors evidenced by the Guarantees
relating to such Additional Notes or such Pari Passu Indebtedness
and  (c) Refinancing Indebtedness in respect of Notes, Additional
Notes and Pari Passu Indebtedness issued pursuant to subclause (a) or (b) of
this Section 4.09(b)(2); provided that, in addition to
the Additional Notes and Pari Passu Indebtedness contemplated by subclause (b),
an additional aggregate principal amount of Additional Notes or Pari Passu
Indebtedness not to exceed $25.0 million in aggregate amount may be issued
pursuant to this  Section 4.09(b)(2) subject to a permanent
corresponding reduction in the amount of Indebtedness that may be incurred
pursuant to Section 4.09(b)(1)(a);


    
      
         


      

      
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    (3)    
  guarantees by (a) the Company or a Guarantor of Indebtedness
permitted to be Incurred by the Company or a Guarantor in accordance with the
provisions of this Indenture; provided that in the event
such Indebtedness that is being guaranteed is a Subordinated Obligation or a
Guarantor Subordinated Obligation, then the related guarantee shall be
subordinated in right of payment to the Notes or the Guarantee, as the case may
be, and (b) Non-Guarantor Subsidiaries of Indebtedness Incurred by
Non-Guarantor Subsidiaries in accordance with the provisions of this
Indenture;

     

    (4)     
 Indebtedness of the Company owing to and held by any Restricted Subsidiary
or Indebtedness of a Restricted Subsidiary owing to and held by the Company or
any other Restricted Subsidiary; provided, however,

     

    (a)       
 if the Company is the obligor on Indebtedness owing to a Non-Guarantor
Subsidiary, such Indebtedness is expressly subordinated to the prior payment in
full in cash of all obligations with respect to the Notes;

     

    (b)    
    if a Guarantor is the obligor on such Indebtedness and a
Non-Guarantor Subsidiary is the obligee, such Indebtedness is subordinated in
right of payment to the Guarantees of such Guarantor; and

     

    (c)    
     (i)  any subsequent issuance or transfer
of Capital Stock or any other event that results in any such Indebtedness being
beneficially held by a Person other than the Company or a Restricted Subsidiary
of the Company; and

     

    (ii)  any
subsequent sale or other transfer of any such Indebtedness to a Person other
than the Company or a Restricted Subsidiary of the Company.

     

    shall be
deemed, in each case, to constitute an Incurrence of such Indebtedness by the
Company or such Subsidiary, as the case may be;

     

    (5)       any
Indebtedness (other than the Indebtedness described in clauses (1), (2), (3),
(4), (7), (9), (10), (11) and (15) of Section 4.09(b)) outstanding on
the Issue Date, and any Refinancing Indebtedness Incurred in respect of any
Indebtedness described in this clause (5) or clause (6) or Incurred
pursuant to Section 4.09(a);

     

    (6)       Indebtedness
of Persons Incurred and outstanding on the date on which such Person became a
Restricted Subsidiary or was acquired by, or merged into, the Company or any
Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or
any portion of the funds utilized to consummate the transaction or series of
related transactions pursuant to which such Person became a Restricted
Subsidiary or was otherwise acquired by the Company or (b) otherwise in
connection with, or in contemplation of, such acquisition); provided, however, that at the time
such Person is acquired by the Company, the Company would have been able to
Incur $1.00 of additional Indebtedness pursuant to the first paragraph of this
covenant after giving effect to the Incurrence of such Indebtedness pursuant to
this clause (6);

     

    (7)       Indebtedness
under Hedging Obligations; provided, however, that such Hedging
Obligations are entered into for the purpose of fixing, hedging or swapping the
underlying exposure of the Company or any Restricted Subsidiary in the ordinary
course of business (and not for speculative purposes);


    
      
         


      

      
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    (8)       Purchase
Money Indebtedness and Capitalized Lease Obligations (and any Indebtedness
incurred to refinance such Purchase Money Indebtedness or Capitalized Lease
Obligations) not to exceed the greater of (x) $15.0 million and (y) 5% of
Consolidated Net Worth at any one time outstanding;

     

    (9)       Indebtedness
Incurred by the Company or its Restricted Subsidiaries in respect of workers’
compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance, self-insurance obligations and performance,
bid, surety, appeal and similar bonds and completion guarantees provided in the
ordinary course of business, including guarantees or obligations of the Company
or any Restricted Subsidiary with respect to letters of credit supporting such
obligations (in each case other than for an obligation for money
borrowed);

     

    (10)     Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each
case, Incurred or assumed in connection with the disposition of any business or
assets of the Company or any business, assets or Capital Stock of a Subsidiary,
other than guarantees of Indebtedness Incurred by any Person acquiring all or
any portion of such business, assets or Subsidiary for the purpose of financing
such acquisition; provided that

     

    (a)         the
maximum aggregate liability in respect of all such Indebtedness (other than
liability for those indemnification obligations that are not customarily subject
to a cap) shall at no time exceed the gross proceeds including non-cash proceeds
(the fair market value of such non-cash proceeds being measured at the time
received and without giving effect to subsequent changes in value) actually
received by the Company and its Restricted Subsidiaries in connection with such
disposition; and

     

    (b)         such
Indebtedness is not reflected on the balance sheet of the Company or any of its
Restricted Subsidiaries (contingent obligations referred to in a footnote to
financial statements and not otherwise reflected on the balance sheet will not
be deemed to be reflected on such balance sheet for purposes of this clause
(10));

     

    (11)     Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument, including, but not limited to, electronic
transfers, wire transfers and commercial card payments drawn against
insufficient funds in the ordinary course of business (except in the form of
committed or uncommitted lines of credit); provided, however, that such
Indebtedness is extinguished within five Business Days of
Incurrence;

     

    (12)     Indebtedness
Incurred by the Company or its Restricted Subsidiaries in connection with the
maintenance of, or pursuant to the requirements of, environmental or other
permits or licenses from governmental authorities (other than for an obligation
for money borrowed), in the ordinary course of business;

     

    (13)     Indebtedness
arising out of customer deposits in the ordinary course of
business;

     

    (14)     Indebtedness
of the Foreign Subsidiaries in an aggregate principal amount at any time
outstanding not to exceed the sum of (A) 85% of the net book value of the
accounts receivable of the Foreign Subsidiaries and (B) 50% of the net book
value of the inventory of the Foreign Subsidiaries, in each case as of the most
recent balance sheet date;


    
      
         


      

      
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    (15)     Indebtedness
in an amount not to exceed $5.0 million guaranteed or incurred under BCS Master
Revolving Note; and

     

    (16)     in
addition to the items referred to in clauses (1) through (15) above,
Indebtedness of the Company and its Restricted Subsidiaries in an aggregate
outstanding principal amount which, when taken together with the principal
amount of all other Indebtedness Incurred pursuant to this clause (16) and
then outstanding, will not exceed $20.0 million.

     

    (c)           The
Company will not Incur any Indebtedness under Section 4.09(b) if the proceeds
thereof are used, directly or indirectly, to refinance any Subordinated
Obligations of the Company unless such Indebtedness will be subordinated to the
Notes to at least the same extent as such Subordinated Obligations. No Guarantor
will Incur any Indebtedness under Section 4.09(b) if the proceeds thereof are
used, directly or indirectly, to refinance any Guarantor Subordinated
Obligations of such Guarantor unless such Indebtedness will be subordinated to
the obligations of such Guarantor under its Guarantee to at least the same
extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary
(other than a Guarantor) may Incur any Indebtedness if the proceeds are used to
refinance Indebtedness of the Company or a Guarantor.

     

    (d)           For
purposes of determining compliance with, and the outstanding principal amount of
any particular Indebtedness Incurred pursuant to and in compliance with, this
Section 4.09:

     

    (1)           in
the event that Indebtedness meets the criteria of more than one of the types of
Indebtedness described in Section 4.09(a) and (b), the Company, in its sole
discretion, will classify such item of Indebtedness (or any portion thereof) on
the date of Incurrence and may later divide, classify or reclassify (based on
circumstances in existence at the time of such reclassification or redivision)
such item of Indebtedness (or any portion thereof) in any manner that complies
with this covenant and only be required to include the amount and type of such
Indebtedness in one of such clauses; provided that all
Indebtedness outstanding on the Issue Date under the ABL Facility shall be
deemed Incurred on the Issue Date under clause (1) of Section 4.09(b) and
not Section 4.09(a) or clause (5) of Section 4.09(b) and may not later be
reclassified;

     

    (2)           any
Indebtedness incurred under the ABL Facility pursuant to clause (1) of
Section 4.09(b) shall be deemed for purposes of this covenant to have been
incurred on the date such Indebtedness was first incurred until such
Indebtedness is actually repaid, notwithstanding any provisions under the ABL
Facility that provide that such Indebtedness is deemed to be borrowed, repaid
and reborrowed daily (or otherwise periodically);

     

    (3)           guarantees
of, Liens on or obligations in respect of letters of credit relating to,
Indebtedness that is otherwise included in the determination of a particular
amount of Indebtedness shall not be included;

     

    (4)           if
obligations in respect of letters of credit are Incurred pursuant to a Debt
Facility and are being treated as Incurred pursuant to clause (1) of
Section 4.09(b) and the letters of credit relate to other Indebtedness, then
such other Indebtedness shall not be included;

     

    (5)           the
principal amount of any Disqualified Stock of the Company or a Restricted
Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a
Guarantor, will be equal to the greater of the maximum mandatory redemption or
repurchase price (not including, in either case, any redemption or repurchase
premium) or the liquidation preference thereof;


    
      
         


      

      
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    (6)           Indebtedness
permitted by this Section 4.09 need not be permitted solely by reference to one
provision permitting such Indebtedness but may be permitted in part by one such
provision and in part by one or more other provisions of this Section 4.09
permitting such Indebtedness;

     

    (7)           the
principal amount of any Indebtedness outstanding in connection with a
securitization transaction or series of securitization transactions is the
amount of obligations outstanding under the legal documents entered into as part
of such transaction that would be characterized as principal if such transaction
were structured as a secured lending transaction rather than as a purchase
relating to such transaction; and

     

    (8)           the
amount of Indebtedness issued at a price that is less than the principal amount
thereof will be equal to the amount of the liability in respect thereof
determined in accordance with GAAP.

     

    (e)           Accrual
of interest, accrual of dividends, the accretion of accreted value or the
amortization of debt discount, the payment or accretion of interest in the form
of additional Indebtedness, the reclassification of Preferred Stock or
Disqualified Stock as Indebtedness due to a change in accounting principles and
the payment of dividends in the form of additional shares of Preferred Stock or
Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for
purposes of this Section 4.09. The amount of any Indebtedness outstanding as of
any date shall be (i) the accreted value thereof in the case of any
Indebtedness issued with original issue discount or the aggregate principal
amount outstanding in the case of Indebtedness issued with interest payable in
kind and (ii) the principal amount or liquidation preference thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.

     

    In
addition, the Company will not permit any of its Unrestricted Subsidiaries
(other than BCS) to Incur any Indebtedness or issue any shares of Disqualified
Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary
becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be
deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such
Indebtedness is not permitted to be Incurred as of such date under this Section
4.09, the Company shall be in Default of this Section 4.09).

     

    For
purposes of determining compliance with any U.S. dollar-denominated restriction
on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount
of Indebtedness denominated in a foreign currency shall be calculated based on
the relevant currency exchange rate in effect on the date such Indebtedness was
Incurred, in the case of term Indebtedness, or first committed, in the case of
revolving credit Indebtedness; provided that if such
Indebtedness is Incurred to refinance other Indebtedness denominated in a
foreign currency and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such Refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. Notwithstanding any
other provision of this Section 4.09, the maximum amount of Indebtedness that
the Company may Incur pursuant to this Section 4.09 shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies.
The principal amount of any Indebtedness Incurred to refinance other
Indebtedness, if Incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such Refinancing Indebtedness is denominated that is
in effect on the date of such refinancing.


    
      
         


      

      
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    Section
4.10         Limitation on Sales of
Assets and Subsidiary Stock.

     

    (a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any Asset Disposition of Collateral unless:

     

    (i)    
       the Company or such Restricted
Subsidiary, as the case may be, receives consideration at least equal to the
fair market value (such fair market value to be determined as of the date of
contractually agreeing to such Asset Disposition), as determined in Good Faith
by the Company (including as to the value of all non-cash consideration), of the
Collateral subject to such Asset Disposition;

     

    (ii)           at
least 75% of the consideration from such Asset Disposition received by the
Company or such Restricted Subsidiary, as the case may be, is in the form of
cash or Cash Equivalents and, in the case of proceeds from the sale of
First-Priority Collateral, is deposited directly into the Collateral Account;
and

     

    (iii)          the
remaining consideration from such Asset Disposition that is not in the form of
cash or Cash Equivalents is thereupon with its acquisition pledged as
First-Priority Collateral to secure the Notes, in the case of an Asset
Disposition of First-Priority Collateral, or as ABL Collateral, in the case of
an Asset Disposition of ABL Collateral.

     

    Any Net
Available Cash deposited into the Collateral Account from any Asset Dispositions
of First-Priority Collateral or Recovery Events relating to First-Priority
Collateral (as described below) may be withdrawn by the Company or a Restricted
Subsidiary to be invested by the Company or such Restricted Subsidiary in
Additional Assets within 365 days of the date of such Asset Disposition or
Recovery Event, which Additional Assets are thereupon with their acquisition
added to the First-Priority Collateral securing the Notes.

     

    All of
the Net Available Cash received by the Company or such Restricted Subsidiary, as
the case may be, from any Recovery Event relating to First-Priority Collateral
shall be deposited directly into the Collateral Account and may be withdrawn by
the Company or such Restricted Subsidiary to be invested in First-Priority
Collateral (which may include performance of a restoration of the affected
Collateral) in accordance with the preceding paragraph within 365 days of the
date of such Recovery Event.

     

    Any Net
Available Cash from Asset Dispositions of Collateral or Recovery Events of
Collateral that are not applied or invested as provided in this Section
4.10(a) will be deemed to constitute “Excess Collateral
Proceeds.” When the aggregate amount of Excess Collateral Proceeds
exceeds $10.0 million, the Company will be required to make an offer (“Collateral Disposition
Offer”) to all Holders of Notes to purchase the maximum principal amount
of the Notes (on a pro rata basis) and, if required by the terms of any other
Pari Passu Lien Indebtedness, to the holders of such Pari Passu Lien
Indebtedness (on a pro rata basis), to which the Collateral Disposition Offer
applies that may be purchased out of the Excess Collateral Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount of the Notes
and such other Pari Passu Lien Indebtedness, plus accrued and unpaid interest,
if any, thereon to the date of purchase, in accordance with the procedures set
forth in this Indenture in a principal amount of $2,000 or an integral multiple
of $1,000 in excess thereof with respect to the Notes; provided, however, that to the extent
the Excess Collateral Proceeds relate to Asset Dispositions of ABL Collateral,
the Company may, prior to making a Collateral Disposition Offer, make a
prepayment with respect to the maximum principal amount of Indebtedness that is
secured by such Collateral on a first-priority basis that may be prepaid out of
such Excess Collateral Proceeds, at a price in cash in an amount equal to 100%
of the principal amount of such Indebtedness, plus accrued and unpaid interest,
if any, thereon to the date of prepayment, with any Excess Collateral Proceeds
not used to prepay such Indebtedness offered to Holders in accordance with this
paragraph. To the extent that the aggregate amount of Notes so validly tendered
and not validly withdrawn pursuant to a Collateral Disposition Offer is less
than the Excess Collateral Proceeds, the Company may use any remaining Excess
Collateral Proceeds for general corporate purposes, subject to the other
covenants contained in this Indenture. If the aggregate principal amount of
Notes surrendered by Holders and holders of any Pari Passu Lien Indebtedness
exceeds the amount of Excess Collateral Proceeds, the Notes and Pari Passu Lien
Indebtedness to be purchased shall be selected on a pro rata basis on the basis
of the aggregate principal amount of Notes and Pari Passu Indebtedness validly
tendered and not validly withdrawn.  Upon completion of such
Collateral Disposition Offer, the amount of Excess Collateral Proceeds shall be
reset at zero.


    
      
         


      

      
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    (b)          The
Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition (other than Asset Dispositions of Collateral, which shall be
treated in the manner set forth in Section 4.10(a)) unless:

     

    (i)           the
Company or such Restricted Subsidiary, as the case may be, receives
consideration (including by way of relief from, or by way of any other Person
assuming sole responsibility for, any liabilities, contingent or otherwise) at
least equal to the fair market value (such fair market value to be determined as
of the date of contractually agreeing to such Asset Disposition) as determined
in Good Faith by the Company (including as to the value of all non-cash
consideration), of the shares and assets subject to such Asset
Disposition;

     

    (ii)          at
least 75% of the consideration from such Asset Disposition received by the
Company or such Restricted Subsidiary, as the case may be, is in the form of
cash or Cash Equivalents; and

     

    (iii)         an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may be) as
follows (it being understood that actions under clause (B) may occur prior
to actions under clause (A)):

     

    (A)        to
the extent the Company or such Restricted Subsidiary elects (or is required by
the terms of any Indebtedness), to prepay, repay or purchase Indebtedness (other
than Disqualified Stock, Subordinated Obligations and Guarantor Subordinated
Indebtedness) (in each case other than Indebtedness owed to the Company or an
Affiliate of the Company) within 365 days after the date of such Asset
Disposition; provided
that the Company shall equally and ratably reduce obligations under the Notes as
provided under Section 3.07, through open market purchases (to the extent such
purchases are at or above 100% of the principal amount thereof) or by making an
offer (in accordance with the procedures set forth below for an Asset
Disposition Offer) to all Holders to purchase their Notes at 100% of the
principal amount thereof, plus the amount of accrued but unpaid interest, if
any, on the amount of Notes that would otherwise be prepaid;

     

    (B)         to
the extent the Company or such Restricted Subsidiary elects, to reinvest in
Additional Assets (including by means of an Investment in Additional Assets by a
Restricted Subsidiary with Net Available Cash received by the Company or another
Restricted Subsidiary) within 365 days from the date of such Asset
Disposition;


    
      
         


      

      
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    (C)         to
the extent of the balance of such Net Available Cash after application in
accordance with clauses (A) and (B), to make an offer to purchase Notes and
Pari Passu Indebtedness with similar asset sale provisions, pro rata at 100% of
the tendered principal amount thereof (or 100% of the accreted value of such
other Pari Passu Indebtedness so tendered, if such Pari Passu Indebtedness was
offered at a discount) plus accrued and unpaid interest, if any, thereon to the
purchase date; and

     

    (D)        to
the extent of the balance of such Net Available Cash after application in
accordance with clauses (A), (B) and (C) above, to fund (to the extent
consistent with any other applicable provision of this Indenture) any corporate
purpose;

     

    provided , however, that in connection
with any prepayment, repayment or purchase of Indebtedness pursuant to clause
(A) or (C) above, the Company or such Restricted Subsidiary will
retire such Indebtedness and will cause the related loan commitment (if any) to
be permanently reduced in an amount equal to the principal amount so prepaid,
repaid or purchased.

     

    (c)           In
the case of the second paragraph of Section 4.10(a) or Section
4.10(b)(iii)(B), if, during the 365-day period following the date of the Asset
Disposition, the Company or such Restricted Subsidiary (x) enters into a
written agreement committing it to apply such Net Available Cash in accordance
with the requirements of the second paragraph of Section 4.10(a) or Section
4.10(b)(iii)(A) after such 365-day period or (y) has begun construction of
such Additional Assets using such Net Available Cash and delivers an Officer’s
Certificate to the Trustee certifying that such Net Available Cash has been
budgeted toward such construction, then such 365-day period will be extended
with respect to the amount of Net Available Cash so committed or so budgeted for
a period, in each case not to exceed 180 days, until such Net Available Cash is
required to be applied in accordance with such agreement (or, if earlier, until
termination of such agreement) or has been applied toward such construction, as
the case may be.  In the event of an Asset Disposition that requires
the purchase of Notes pursuant to Section 4.10(b)(iii)(C), the Company will be
required to apply such Excess Proceeds to the repayment of the Notes and any
other Pari Passu Indebtedness outstanding with similar provisions requiring the
Company to make an offer to purchase such Indebtedness with the proceeds from
any Asset Disposition as follows: (A) the Company will make an offer to
purchase (an “Asset
Disposition Offer”) within ten Business Days of such time from all
Holders in accordance with the procedures set forth in Section 3.09 in the
maximum principal amount (expressed as a multiple of $1,000) of Notes that may
be purchased out of an amount (the “Note Amount”) equal
to the product of such Excess Proceeds multiplied by a fraction, the numerator
of which is the outstanding principal amount of the Notes and the denominator of
which is the sum of the outstanding principal amount of the Notes and such Pari
Passu Indebtedness and (B) to the extent required by such Pari Passu
Indebtedness to permanently reduce the principal amount of such Pari Passu
Indebtedness, the Company will make an offer to purchase or otherwise repurchase
or redeem such Pari Passu Indebtedness (a “Pari Passu Offer”) in
an amount equal to the excess of the Excess Proceeds over the Note Amount at a
purchase price of 100% of their principal amount plus accrued and unpaid
interest (or 100% of the accreted value of such Pari Passu Indebtedness, if such
Pari Passu Indebtedness was offered at a discount) to the purchase date in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in Section 3.09 with respect to the Asset Deposition
Offer and in the documentation governing such Pari Passu Indebtedness with
respect to the Pari Passu Offer. If the aggregate purchase price of the Notes
and Pari Passu Indebtedness tendered pursuant to the Asset Deposition Offer and
Pari Passu Offer is less than the Excess Proceeds, the remaining Excess Proceeds
will be available to the Company for use in accordance with Section
4.10(b)(iii)(D). The Company shall only be required to make an Asset Deposition
Offer for Notes pursuant to this Section 4.10 if the Net Available Cash
available therefor (after application of the proceeds as provided in Section
4.10(b)(iii)(A) and (b)(iii)(B)) (“Excess Proceeds”)
exceeds $10.0 million (any lesser amounts shall be carried forward for purposes
of determining whether an Asset Deposition Offer is required with respect to the
Net Available Cash from any subsequent Asset Disposition). Upon completion of
any such Asset Disposition Offer, the amount of Excess Proceeds shall be reset
at zero.


    
      
         


      

      
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    (d)           The
Collateral Disposition Offer or Asset Disposition Offer shall remain open for a
period of 20 Business Days following its commencement, except to the extent that
a longer period is required by applicable law (the “Asset Disposition Offer
Period”). No later than five Business Days after the termination of the
Asset Disposition Offer Period (the “Asset Disposition Purchase
Date”), the Company shall purchase the principal amount of Notes and Pari
Passu Indebtedness required to be purchased pursuant to this Section 4.10 (the
“Asset Disposition Offer
Amount”) or, if less than the Asset Disposition Offer Amount has been so
validly tendered, all Notes and Pari Passu Indebtedness, if applicable, validly
tendered in response to the Collateral Disposition Offer or Asset Disposition
Offer, as applicable.

     

    (e)           If
the Asset Disposition Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
will be paid on such Asset Disposition Purchase Date to the Person in whose name
a Note is registered at the close of business on such record date, and no
additional interest will be payable to Holders who tender Notes pursuant to the
Collateral Disposition Offer or Asset Disposition Offer.

     

    (f)         
  On or before the Asset Disposition Purchase Date, the Company shall,
to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Disposition Offer Amount of Notes and Pari Passu
Indebtedness or portions of Notes and Pari Passu Indebtedness so validly
tendered and not validly withdrawn pursuant to the Collateral Disposition Offer
or Asset Disposition Offer, or if less than the Asset Disposition Offer Amount
has been validly tendered and not validly withdrawn, all Notes and Pari Passu
Indebtedness so validly tendered and not validly withdrawn, in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof in the case
of the Notes. The Company or the Paying Agent, as the case may be, shall
promptly (but in any case not later than five Business Days after termination of
the Asset Disposition Offer Period) mail or deliver to each tendering Holder of
Notes or holder or lender of Pari Passu Indebtedness, as the case may be, an
amount equal to the purchase price of the Notes or Pari Passu Indebtedness so
validly tendered and not validly withdrawn by such holder or lender, as the case
may be, and accepted by the Company for purchase, and the Company will promptly
issue a new Note, and the Trustee, upon delivery of an Officer’s Certificate
from the Company, will authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered; provided that each such new Note will be in a principal amount of
$2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so
accepted will be promptly mailed or delivered by the Company to the Holder
thereof. The Company will publicly announce the results of each Collateral
Disposition Offer or Asset Disposition Offer, as the case may be, on the
applicable Asset Disposition Purchase Date.

     

    (g)           For
the purposes of this Section 4.10, the following shall be deemed to be
cash:

     

    (i)         
  the assumption of Indebtedness of the Company (other than
Disqualified Stock, Subordinated Obligations or Senior Unsecured Pari Passu
Indebtedness) or Indebtedness of any Restricted Subsidiary (other than Guarantor
Subordinated Indebtedness, Disqualified Stock or Senior Unsecured Pari Passu
Indebtedness of any Guarantor) and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness; and

     

    (ii)           securities,
notes or similar obligations received by the Company or any Restricted
Subsidiary from the transferee that are converted within 120 days by the Company
or such Restricted Subsidiary into cash.


    
      
         


      

      
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    Upon the
completion of the application of the Net Available Cash from any Asset
Disposition pursuant to clauses (a) or (b) of this Section 4.10, the amount of
Net Available Cash attributable to such Asset Disposition shall be deemed to be
zero.

     

    (h)           The
Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Notes pursuant to this Section
4.10. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section 4.10, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached obligations of the Company set forth under this Section
4.10.

     

    Section
4.11         Transactions with
Affiliates.

     

    (a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Company (an “Affiliate
Transaction”) unless:

     

    (1)       the
terms of such Affiliate Transaction are not materially less favorable to the
Company or such Restricted Subsidiary, as the case may be, than those that could
be obtained in a comparable transaction at the time of such transaction in
arm’s-length dealings with a Person who is not such an Affiliate;

     

    (2)       in
the event such Affiliate Transaction, or series of related Affiliate
Transactions, involves an aggregate consideration in excess of $5.0 million, the
terms of such transaction have been approved by a majority of the members of the
Board of Directors of the Company and by a majority of the members of such Board
of Directors having no personal stake in such transaction, if any (and such
majority or majorities, as the case may be, determines that such Affiliate
Transaction satisfies the criteria in clause (1) above); and

     

    (3)       in
the event such Affiliate Transaction or series of related Affiliate
Transactions, involves an aggregate consideration in excess of $15.0 million,
the Company has received a written opinion from an Independent Financial Advisor
that such Affiliate Transaction or Affiliate Transactions is fair, from a
financial point of view, to the Company and the Restricted
Subsidiaries.

     

    (b)           The
provisions of Section 4.11(a) will not apply to:

     

    (1)       any
transaction between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries and any guarantees issued by the Company or a Restricted
Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the
case may be, in accordance with Section 4.09;

     

    (2)       any
Permitted Lien or any Restricted Payment permitted to be made pursuant to
Section 4.07 and the definition of “Permitted Investments” (other than pursuant
to clauses (2), (13) and (14) thereof);

     

    (3)       any
employment, consulting and compensation arrangements and agreements of the
Company or any Restricted Subsidiary consistent with past practice or approved
by a majority of the disinterested members of the Board of Directors (or a
committee comprised of disinterested directors);


    
      
         


      

      
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    (4)       reasonable
fees and compensation paid to, and indemnity provided on behalf of, officers,
directors, employees, consultants or agents of the Company or any Restricted
Subsidiary as determined in Good Faith by the Company’s Board of Directors or
senior management;

     

    (5)       the
existence of, and the performance of obligations of the Company or any of its
Restricted Subsidiaries under the terms of, any agreement to which the Company
or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as
these agreements may be amended, modified, supplemented, extended or renewed
from time to time; provided, however, that any future
amendment, modification, supplement, extension or renewal entered into after the
Issue Date will be permitted pursuant to this clause (5) to the extent that
its terms are not more disadvantageous to the Holders of the Notes in any
material respect, as determined in Good Faith by the Company, than the terms of
the agreements in effect on the Issue Date (it being understood that any future
amendment, modification, supplement, extension or renewal that does not qualify
for the exception provided by this clause (5) may nevertheless be permitted
under the first paragraph of this covenant; provided the requirements of
such first paragraph are satisfied);

     

    (6)       any
agreement between any Person and an Affiliate of such Person existing at the
time such Person is acquired by or merged into the Company or a Restricted
Subsidiary; provided,
that such agreement was not entered into in contemplation of such acquisition or
merger, or any amendment thereto (so long as any such amendment is not
disadvantageous in any material respect to the Holders, as determined in Good
Faith by the Company, when taken as a whole as compared to the applicable
agreement as in effect on the date of such acquisition or merger);
and

     

    (7)       any
transactions exclusively between or among the Company and any of the Restricted
Subsidiaries or exclusively between or among such Restricted Subsidiaries;
provided that such transactions are not otherwise prohibited by the
Indenture.

     

    Section
4.12         Limitation on
Liens.

     

    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, Incur or suffer to exist any Lien (other than
Permitted Liens) that secures obligations under any Indebtedness on any asset or
property of the Company or such Restricted Subsidiary, including any guarantee
of such Restricted Subsidiary, or any income or profits therefrom, or assign or
convey any right to receive income therefrom. In addition, if the Company or any
Guarantor, directly or indirectly, shall create, incur or suffer to exist any
Lien securing ABL Obligations or any other first-priority Lien on ABL
Collateral, the Company or such Guarantor, as the case may be, must concurrently
grant at least a second-priority Lien, subject to Permitted Liens, upon such
property as security for the Notes and the Guarantees.

     

    Section
4.13         Corporate
Existence.

     

    Subject
to Article 5, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (1) its corporate existence and the
corporate, partnership, limited liability company or other existence of each of
its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (2) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided that the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership, limited liability company or other existence of any of
its Restricted Subsidiaries, if the Company in good faith shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Restricted Subsidiaries, taken as a
whole.


    
      
         


      

      
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    Section
4.14         Offer to Repurchase Upon
Change of Control.

     

    (a)           If
a Change of Control occurs, unless the Company has exercised its right to redeem
all of the Notes pursuant to Section 3.07, each Holder will have the right to
require the Company to repurchase all or any part (equal to $2,000 or a larger
integral multiples of $1,000) of such Holder’s Notes at a purchase price in cash
equal to 101% of the principal amount of the Notes plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date).

     

    Within 30
days following any Change of Control, unless the Company has exercised its right
to redeem all of the Notes pursuant to Section 3.07, the Company shall mail a
notice (the “Change of
Control Offer”) to each Holder at the address appearing in the security
register, with a copy to the Trustee, stating:

     

    (1)       
   that a Change of Control Offer is being made and that such
Holder has the right to require the Company to purchase such Holder’s Notes at a
purchase price in cash equal to 101% of the principal amount of such Notes plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of Holders of record on a Record Date to receive interest on the relevant
Interest Payment Date) (the “Change of Control
Payment”);

     

    (2)         
 the repurchase date (which shall be no earlier than 30 days nor later than
60 days from the date such notice is mailed) (the “Change of Control Payment
Date”);

     

    (3)           that
Notes must be tendered in principal amounts of $2,000 and integral multiples of
$1,000 in excess thereof, and any Note not properly tendered will remain
outstanding and continue to accrue interest;

     

    (4)           that
unless the Company defaults in the payment of the Change of Control Payment, any
Note accepted for payment pursuant to the Change of Control Offer will cease to
accrue interest on and after the Change of Control Payment Date;

     

    (5)           that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender such Notes, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of such Notes completed, or transfer
by book-entry transfer, to the Company, the Depositary, if appointed by the
Company, or a Paying Agent specified in the notice at the address specified in
the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date;

     

    (6)           that
Holders shall be entitled to withdraw their tendered Notes and their election to
require the Company to purchase such Notes; provided that the Company,
the Depositary or the Paying Agent, as the case may be, receives at the address
specified in the notice, not later than the close of business on the 30th day
following the date of the Change of Control notice, a telegram, facsimile
transmission, letter or other form of notification acceptable to the Company,
the Paying Agent and, if applicable, the Depositary setting forth the name of
the Holder of the Notes, the aggregate principal amount of Notes tendered for
purchase, and a statement that such Holder is withdrawing its tendered Notes and
its election to have such Notes purchased;


    
      
         


      

      
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    (7)           that
if a Holder is tendering less than all of its Notes, such Holder will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered; the unpurchased portion of the Notes must be equal to $2,000 or an
integral multiple of $1,000 in excess thereof; and

     

    (8)           the
other instructions, as determined by the Company, consistent with this Section
4.14, that a Holder must follow.

     

    The
notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice.  If
(A) the notice is mailed in a manner herein provided and (B) any Holder fails to
receive such notice or a Holder receives such notice but it is defective, such
Holder’s failure to receive such notice or such defect shall not affect the
validity of the proceedings for the purchase of the Notes as to all other
Holders that properly received such notice without defect.

     

    (b)           On
or before the Change of Control Payment Date, the Company will, to the extent
lawful:

     

    (1)           accept
for payment all Notes or portions of Notes (equal to $2,000 or larger integral
multiples of $1,000) properly tendered pursuant to the Change of Control
Offer;

     

    (2)           deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes so tendered; and

     

    (3)           deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officer’s Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company.

     

    (c)           The
Paying Agent will promptly pay to each Holder of Notes so tendered the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any;
provided that each such
new Note will be in a principal amount of $2,000 or an integral multiple in
excess of $1,000.  The Company will publicly announce or post on its
website the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

     

    (d)           If
the Change of Control Payment Date is on or after an interest Record Date and on
or before the related Interest Payment Date, any accrued and unpaid interest, if
any, will be paid on the relevant Interest Payment Date to the Person in whose
name a Note is registered at the close of business on such Record Date, and no
additional interest will be payable to Holders who tender pursuant to the Change
of Control Offer.

     

    (e)           The
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer (it being understood that such third-party may make a Change of
Control Offer that is conditioned upon and prior to the occurrence of a Change
of Control pursuant to this Section 4.14(e)).


    
      
         


      

      
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    A Change
of Control Offer may be made in advance of a Change of Control, conditioned upon
such Change of Control, if a definitive agreement is in place for the Change of
Control at the time of making of the Change of Control Offer.

     

    (f)           The
Company will comply, to the extent applicable, with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws or regulations
thereunder in connection with the repurchase of Notes pursuant to a Change of
Control Offer. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Indenture by virtue of such
compliance.

     

    (g)          Other
than as specifically provided in this Section 4.14, any purchase pursuant to
this Section 4.14 shall be made pursuant to the provisions of Section 3.02, 3.05
and 3.06.

     

    Section
4.15         Additional
Guarantees.

     

    (a)          The
Company shall cause each Restricted Subsidiary that guarantees, on the Issue
Date or any time thereafter, any Indebtedness of the Company or any Guarantor
to:

     

    (1)      execute
and deliver to the Trustee a supplemental indenture to this Indenture, the form
of which is attached as Exhibit C hereto, pursuant to which such Restricted
Subsidiary will unconditionally Guarantee, on a joint and several basis, the
full and prompt payment of the principal of, premium, if any, and interest on
the Notes on a senior secured basis and all other obligations under this
Indenture; and

     

    (2)      deliver
to the Trustee an Opinion of Counsel to the effect that:

     

    (A)        such
Guarantee has been duly executed and authorized; and

     

    (B)         such
Guarantee constitutes a valid, binding and enforceable obligation of such
Restricted Subsidiary, except insofar as enforcement thereof may be limited by
bankruptcy, insolvency or similar laws (including, without limitation, all laws
relating to fraudulent transfers) and except insofar as enforcement thereof is
subject to general principles of equity.

     

    (b)          Each
Restricted Subsidiary that becomes a Guarantor on or after the Issue Date shall
also become a party to the applicable Collateral Documents and the Intercreditor
Agreement and shall as promptly as practicable execute and deliver such security
instruments, financing statements, mortgages, deeds of trust (in substantially
the same form as those executed and delivered with respect to the First-Priority
Collateral and the ABL Collateral) and certificates and opinions of counsel (to
the extent, and substantially in the form, delivered on the Issue Date (but no
greater scope)) as may be necessary to vest in the Collateral Agent a perfected
first- or second-priority security interest, as the case may be (subject to
Permitted Liens), in properties and assets that constitute Collateral as
security for the Notes or the Guarantees and as may be necessary to have such
property or asset added to the applicable Collateral as required under the
Collateral Documents and this Indenture, and thereupon all provisions of this
Indenture relating to the Collateral shall be deemed to relate to such
properties and assets to the same extent and with the same force and effect;
provided, however, that if granting
such first- or second-priority security interest, as the case may be, in any
such property or asset requires the consent of a third party, the Company will
use commercially reasonable efforts to obtain such consent; provided, further, however, that if after the
use of commercially reasonable efforts, such third party does not consent, to
the first- or second-priority security interest on an asset or property that
would constitute as immaterial portion of the Collateral, the Guarantor will not
be required to provide such security interest.


    
      
         


      

      
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    Section
4.16         Limitation on Lines of
Business.

     

    The
Company shall not, and shall not permit any Restricted Subsidiary to, engage in
any business other than a Related Business.

     

    ARTICLE
5


     

    SUCCESSORS

     

    Section
5.01         Merger, Consolidation or
Sale of All or Substantially All Assets.

     

    (a)          The
Company will not consolidate with or merge with or into or wind up into (whether
or not the Company is the surviving corporation), or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets, in one or more related transactions, to any Person unless:

     

    (1)      the
resulting, surviving or transferee Person (the “Successor Company”)
will be a Person organized and existing under the laws of the United States of
America, any state or territory thereof or the District of Columbia; provided,
that if at any time the Company or the Successor Company is not a corporation,
there shall be a co-issuer of the Notes that is a corporation;

     

    (2)      the
Successor Company (if other than the Company) expressly assumes pursuant to a
supplemental indenture or other documentation instruments, executed and
delivered to the Trustee, in forms reasonably satisfactory to the Trustee, all
of the obligations of the Company under the Notes, this Indenture, the
Collateral Documents (as applicable) and the Intercreditor Agreement and will
cause such amendments, supplements or other instruments to be executed, filed
and recorded in such jurisdictions as may be required by applicable law to
preserve and protect the Lien on the Collateral owned by or transferred to the
Successor Company, together with such financing statements or comparable
documents as may be required to perfect any security interests in such
Collateral which may be perfected by the filing of a financing statement or a
similar document under the Uniform Commercial Code or other similar statute or
regulation of the relevant states or jurisdictions;

     

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

     

    (4)      immediately
after giving pro forma effect to such transaction and any related financing
transactions, as if such transactions had occurred at the beginning of the
applicable four-quarter period:

     

    (a)         the
Successor Company would be able to Incur at least $1.00 of additional
Indebtedness pursuant to Section 4.09(a); or


    
      
         


      

      
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    (b)         the
Consolidated Coverage Ratio for the Successor Company and its Restricted
Subsidiaries would be greater than such ratio for the Company and its Restricted
Subsidiaries immediately prior to such transaction;

     

    (5)      each
Guarantor (unless it is the other party to the transactions above, in which case
clause (1) shall apply) shall have by supplemental indenture confirmed that
its Guarantee shall apply to such Person’s obligations in respect of this
Indenture and the Notes and its obligations under the Collateral Documents and
the Intercreditor Agreement shall continue to be in effect and shall cause such
amendments, supplements or other instruments to be executed, filed, and recorded
in such jurisdictions as may be required by applicable law to preserve and
protect the Lien on the Collateral owned by such Guarantor, together with such
financing statements or comparable documents as may be required to perfect any
security interests in such Collateral which may be perfected by the filing of a
financing statement or a similar document under the Uniform Commercial Code or
other similar statute or regulation of the relevant states or jurisdictions;
and

     

    (6)      the
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and
such supplemental indenture (if any) comply with this Indenture and, if any
supplement to any Collateral Document is required in connection with such
transaction, that such supplement complies with the applicable provisions of
this Indenture and that all conditions precedent herein provided for relating to
such transaction have been complied with.

     

    (b)          Notwithstanding
the preceding clauses (3) and (4) of Section 5.01(a):

     

    (1)          any
Restricted Subsidiary may consolidate with, merge with or into or transfer all
or part of its properties and assets to the Company so long as no Capital Stock
of the Restricted Subsidiary is distributed to any Person other than the
Company; provided that,
in the case of a Restricted Subsidiary that merges into the Company, the Company
will not be required to comply with Section 5.01(a)(6); and

     

    (2)          the
Company may merge with an Affiliate of the Company solely for the purpose of
reincorporating the Company in another state or territory of the United States
or the District of Columbia to realize tax or other benefits, so long as the
amount of Indebtedness of the Company and its Restricted Subsidiaries is not
increased thereby.

     

    (c)          In
addition, the Company will not permit any Guarantor to consolidate with or merge
with or into or wind up into (whether or not the Guarantor is the surviving
corporation), or sell, assign, convey, transfer, lease or otherwise dispose of
all or substantially all of its properties and assets, in one or more related
transactions, to any Person (other than to the Company or another Guarantor)
unless:

     

    (1)          if
such entity remains a Guarantor:

     

    (a)         the
resulting, surviving or transferee Person (the “Successor Guarantor”)
will be a Person organized and existing under the laws of the United States of
America, any state or territory thereof or the District of
Columbia;


    
      
         


      

      
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    (b)         the
Successor Guarantor, if other than such Guarantor, expressly assumes in writing
by supplemental indenture (and other applicable documents), executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of such Guarantor under the Guarantee, this Indenture, the
Collateral Documents (as applicable) and the Intercreditor Agreement and shall
cause such amendments, supplements or other instruments to be executed, filed,
and recorded in such jurisdictions as may be required by applicable law to
preserve and protect the Lien on the Collateral owned by or transferred to the
Successor Guarantor, together with such financing statements or comparable
documents as may be required to perfect any security interests in such
Collateral which may be perfected by the filing of a financing statement or a
similar document under the Uniform Commercial Code or other similar statute or
regulation of the relevant states or jurisdictions;

     

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

     

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

     

    (2)          the
transaction is made in compliance with Section 4.10 (it being understood that
only such portion of the Net Available Cash as is required to be applied on the
date of such transaction in accordance with the terms of this Indenture needs to
be applied in accordance therewith at such time), to the extent
applicable.

     

    (d)          Notwithstanding
the foregoing, any Guarantor may merge with or into or transfer all or part of
its properties and assets to another Guarantor or the Company or merge with a
Restricted Subsidiary of the Company solely for the purpose of reincorporating
the Guarantor in another state or territory of the United States or the District
of Columbia, as long as the amount of Indebtedness of such Guarantor and its
Restricted Subsidiaries is not increased thereby.

     

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

     

    (f)          The
Company and a Guarantor, as the case may be, will be released from its
obligations under this Indenture and the Successor Company and the Successor
Guarantor, as the case may be, will succeed to, and be substituted for, and may
exercise every right and power of, the Company or a Guarantor, as the case may
be, under this Indenture, the Collateral Documents (as applicable) and the
Intercreditor Agreement, but, in the case of a conveyance, transfer or lease of
all or substantially all its assets, the predecessor Company will not be
released from the obligation to pay the principal of and interest on the Notes
and a Guarantor will not be released from its obligations under its Guarantee.
Any amounts that are accrued by a Successor Company (if other than the Company)
or a Successor Guarantor (if other than an existing Guarantor) prior to the date
that such Person consolidates with or merges with or into or winds up into the
Company or such Guarantor, as the case may be, shall not be included for the
purpose of calculating amounts described in clauses (C)(i), (C)(ii), (C)(iii)
and (C)(iv) of Section 4.07(a).


    
      
         


      

      
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    ARTICLE
6

     

    DEFAULTS
AND REMEDIES

     

    Section
6.01         Events of
Default.

     

    (a)          Each
of the following is an Event of Default:

     

    (1)      default
in any payment of interest on any Note when due, continued for 30
days;

     

    (2)      default
in the payment of principal of or premium, if any, on any Note when due at its
Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration of acceleration or otherwise;

     

    (3)      failure
by the Company or any Guarantor to comply with its obligations under Section
5.01;

     

    (4)      failure
by the Company or any Guarantor to comply for 60 days after notice as provided
below with any of its obligations under Article 4 (in each case, other than a
failure to purchase Notes that will constitute an Event of Default under clause
(2) above and other than a failure to comply with Section 5.01, which is
covered by clause (3));

     

    (5)      failure
by the Company or any Guarantor to comply for 60 days after notice as provided
below with its other agreements contained in this Indenture or under the Notes,
the Collateral Documents and the Intercreditor Agreement;

     

    (6)      default
under any mortgage, indenture or instrument under which there is issued or by
which there is secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), other than
Indebtedness owed to the Company or a Restricted Subsidiary, whether such
Indebtedness or guarantee now exists, or is created after the Issue Date, which
default:

     

    (a)         is
caused by a failure to pay principal of such Indebtedness at its stated maturity
or due date (after giving effect to any applicable grace periods);
or

     

    (b)         results
in the acceleration of such Indebtedness prior to its stated final, maturity
(and such acceleration is not rescinded, or such Indebtedness is not repaid,
within 60 days);

     

    and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
payment default or the maturity of which has been so accelerated, aggregates
$20.0 million or more;

     

    (7)      failure
by the Company or any Significant Subsidiary or group of Restricted Subsidiaries
that, taken together (as of the latest audited consolidated financial statements
for the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary to pay final and nonappealable judgments aggregating in excess of
$20.0 million (net of any amounts that is covered by insurance issued by a
reputable and creditworthy insurance company (as determined in the Good Faith by
the Company)), which judgments are not paid, discharged or stayed for a period
of 60 days after such judgment becomes final;


    
      
         


      

      
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    (8)          the
Company, any Restricted Subsidiary that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together (as of the date of the latest
audited consolidated financial statements of the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within
the meaning of any Bankruptcy Law:

     

    (A)        commences
proceedings to be adjudicated bankrupt or insolvent;

     

    (B)         consents
to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking an arrangement of debt,
reorganization, dissolution, winding up or relief under applicable Bankruptcy
Law;

     

    (C)         consents
to the appointment of a receiver, interim receiver, receiver and manager,
liquidator, assignee, trustee, sequestrator or other similar official of it or
for all or substantially all of its property;

     

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

     

    (E)         generally
is not paying its debts as they become due;

     

    (9)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

     

    (A)        is
for relief against the Company, any Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together (as of
the date of the most recent audited consolidated financial statements of the
Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary, in a proceeding in which the Company, any such Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together (as of the date of the latest audited consolidated financial
statements of the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

     

    (B)         appoints
a receiver, interim receiver, receiver and manager, liquidator, assignee,
trustee, sequestrator or other similar official of the Company, any Restricted
Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together (as of the date of the latest audited
consolidated financial statements of the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary, or for all or
substantially all of the property of the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together (as of the date of the latest audited consolidated financial statements
of the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary; or

     

    (C)         orders
the liquidation, dissolution or winding up of the Company, or any Restricted
Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that,
taken together (as of the date of the latest audited consolidated financial
statements of the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary;

     

    and the
order or decree remains unstayed and in effect for 60 consecutive
days;


    
      
         


      

      
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    (10)     any
(x) Guarantee, (y) Collateral Document governing a security interest
with respect to any Collateral having a fair market value in excess of $5.0
million or (z) obligation under the Intercreditor Agreement, in each case,
of a Significant Subsidiary or group of Restricted Subsidiaries that taken
together as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries would constitute a Significant
Subsidiary ceases to be in full force and effect (except as contemplated by the
terms of this Indenture and the Guarantees) or is declared null and void in a
judicial proceeding or any Guarantor that is a Significant Subsidiary or group
of Guarantors that taken together as of the latest audited consolidated
financial statements of the Company and its Restricted Subsidiaries would
constitute a Significant Subsidiary denies or disaffirms its obligations under
this Indenture, its Guarantee, any Collateral Document or the Intercreditor
Agreement and the Company fails to cause such Restricted Subsidiary or
Restricted Subsidiaries, as the case may be, to rescind such denials or
disaffirmations within 30 days; or

     

    (11)     with
respect to any Collateral having a fair market value in excess of $5.0 million,
individually or in the aggregate, (A) the failure of the security interest
with respect to such Collateral under the Collateral Documents, at any time, to
be in full force and effect for any reason other than in accordance with their
terms and the terms of this Indenture or the Intercreditor Agreement and other
than the satisfaction in full of all obligations under this Indenture and
discharge of this Indenture if such Default continues for 60 days or
(B) the assertion by the Company or any Guarantor, in any pleading in any
court of competent jurisdiction, that any such security interest is invalid or
unenforceable, except in each case for the failure or loss of perfection
resulting from the failure of the Collateral Agent to make filings, renewals and
continuations (or other equivalent filings) which are required to be made or the
failure of the Collateral Agent to maintain possession of certificates actually
delivered to it representing securities pledged under the Collateral
Documents.

     

    However,
a default under clauses (4), (5) or (11)(A) or (B) of this
Section 6.01(a) will not constitute an Event of Default until the Trustee or the
Holders of 25% in principal amount of the outstanding Notes notify the Company
of the Default and the Company does not cure such Default within the time
specified in clauses (4), (5) or (11)(A) or (B) of Section 6.01
after receipt of such notice.

     

    Section
6.02         Acceleration.

     

    (a)           If
any Event of Default (other an Event of Default specified in
clause (8) or (9) of Section 6.01(a)) occurs and is continuing,
the Trustee by written notice to the Company specifying the Event of Default, or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes by notice to the Company and the Trustee, may, and the Trustee
at the request of such Holders shall, declare the principal of, premium, if any,
and accrued and unpaid interest, if any, on all the Notes to be due and
payable.  Upon such a declaration, such principal, premium and accrued
and unpaid interest shall be due and payable immediately.

     

    (b)           In
the event of a declaration of acceleration of the Notes because an Event of
Default pursuant to clause (6) of Section 6.01(a) has occurred and is
continuing, the declaration of acceleration of the Notes shall be automatically
annulled if the Default triggering such Event of Default pursuant to clause
(6) of Section 6.01(a) shall be remedied or cured by the Company or a
Restricted Subsidiary or waived by the holders of the relevant Indebtedness
within 20 days after the declaration of acceleration with respect thereto and if
(1) the annulment of the acceleration of the Notes would not conflict with
any judgment or decree of a court of competent jurisdiction and (2) all
existing Events of Default, except nonpayment of principal, premium or interest
on the Notes that became due solely because of the acceleration of the Notes,
have been cured or waived.

     

    (c)           Notwithstanding
the foregoing, in case an Event of Default under clause (8) or (9) of
Section 6.01(a) occurs and is continuing, the principal of, premium, if
any, and accrued and unpaid interest on all the Notes shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders.


    
      
         


      

      
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      (d)           The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all Holders waive all
past defaults (except with respect to nonpayment of principal, premium or
interest) and rescind any acceleration with respect to the Notes and its
consequences if (1) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (2) all existing Events of
Default (except nonpayment of the principal of, premium, if any, and interest on
the Notes that have become due solely because of the acceleration) have been
cured or waived.

       

      Section
6.03        Other
Remedies.

       

      If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal of, premium, if any, and interest on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

       

      The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

       

      Section
6.04        Waiver of Past
Defaults.

       

      The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all Holders waive any
existing Default and its consequences hereunder, except:

       

      (1)           a
continuing Default in the payment of the principal of, premium, if any, or
interest on any Note held by a non-consenting Holder (including in connection
with a Collateral Disposition Offer, an Asset Disposition Offer or a Change of
Control Offer); and

       

      (2)           a
Default with respect to a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected,

       

      provided, that subject to
Section 6.02, the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default, that resulted from such
acceleration.  Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture, but no such waiver shall extend to
any subsequent or other Default or impair any right consequent
thereon.

       

      Section
6.05        Control by
Majority.

       

      The
Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee.  However, the Trustee or the
Collateral Agent, as the case may be, may refuse to follow any direction that
conflicts with law or this Indenture, the Notes, the Guarantees, the Collateral
Documents or the Intercreditor Agreement or that the Trustee determines in good
faith is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability or expense for which the Trustee has
not received an indemnity reasonably satisfactory to it.


      
        
           


        

        
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      Section
6.06        Limitation on
Suits.

       

      Subject
to Section 6.07, no Holder of a Note may pursue any remedy with respect to this
Indenture or the Notes unless:

       

      (1)           such
Holder has previously given the Trustee notice that an Event of Default is
continuing;

       

      (2)           Holders
of at least 25% in aggregate principal amount of the then outstanding Notes have
requested the Trustee to pursue the remedy;

       

      (3)           such
Holders have offered the Trustee an indemnity satisfactory to it against any
loss, liability or expense;

       

      (4)           the
Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity; and

       

      (5)           the
Holders of a majority in aggregate principal amount of the then outstanding
Notes have not given the Trustee a direction that, in the opinion of the
Trustee, is inconsistent with such request within such 60-day
period.

       

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

      


      Section
6.07        Rights of Holders to Receive
Payment.

       

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

       

      Section
6.08        Collection Suit by
Trustee.

       

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

       

      Section
6.09        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
proceedings, the Company, the Guarantors, the Trustee and the Holders shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding has been instituted.


      
        
           


        

        
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      Section
6.10        Rights and Remedies
Cumulative.

       

      Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07, 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 are, to the
extent permitted by law, 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
6.11        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 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.

       

      Section
6.12        Trustee May File Proofs of
Claim.

       

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

       

      Section
6.13        Priorities.

       

      (a)           With
respect to the First-Priority Collateral, if the Trustee collects any money or
property pursuant to this Article 6, or pursuant to the foreclosure or other
remedial provisions contained in the Collateral Documents, and the Intercreditor
Agreement (including any money or property deposited into the Collateral Account
in connection therewith), it shall pay out the money in the following
order:


      
        
           


        

        
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      (1)           to
the Trustee and its agents and outside attorneys for amounts due under
Section 7.07, including payment of all compensation, expenses and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection and to the Collateral Agent for fees and expenses
incurred under the Collateral Documents or the Intercreditor
Agreement;

       

      (2)           to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively;

       

      (3)           to
the administrative agent under the ABL Facility for amounts due and unpaid under
the ABL Facility until the obligations thereunder are paid in full;
and

       

      (4)           to
the Company or to such party as a court of competent jurisdiction shall direct,
including a Guarantor, if applicable.

       

      (b)           With
respect to the ABL Collateral, if the Trustee collects any money or property
pursuant to this Article 6, or pursuant to the foreclosure or other remedial
provisions contained in the Collateral Documents, the Intercreditor Agreement,
or the collateral documents relating to the ABL Collateral, it shall pay out the
money in the following order:

       

      (1)           to
the Trustee and its agents and outside attorneys for amounts due under
Section 7.07, including payment of all reasonable compensation, expenses
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;

       

      (2)           to
the administrative agent under the ABL Facility for amounts due and unpaid under
the ABL Facility until the obligations thereunder are paid in full;

       

      (3)           to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and

       

      (4)           to
the Company or to such party as a court of competent jurisdiction shall direct,
including a Guarantor, if applicable.

       

      (c)           The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.13.  Promptly after any record date is set
pursuant to this Section 6.13, the Trustee shall cause notice of such record
date and payment date to be given to the Company and to each Holder in the
manner set forth in Section 13.02.

       

      Section
6.14        Undertaking for
Costs.

       

      In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in such
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and
expenses, 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 6.14 does not apply to a suit by the Trustee,
a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more
than 10% in aggregate principal amount of the then outstanding
Notes.


      
        
           


        

        
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      ARTICLE
7


       

      TRUSTEE

       

      Section
7.01        Duties of
Trustee.

       

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

       

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

       

      (1)           the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture, and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and

       

      (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, in the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).

       

      (c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except
that:

       

      (1)           this
paragraph does not limit the effect of paragraph (b) of this
Section 7.01;

       

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

       

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

       

      (d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section 7.01.

       

      (e)           The
Trustee shall be under no obligation to exercise any of its rights or powers
under this Indenture at the request or direction of any of the Holders unless
the Holders have offered to the Trustee a reasonable indemnity or security
satisfactory to it against any loss, liability or expense.

       

      (f)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.


      
        
           


        

        
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      Section
7.02        Rights of
Trustee.

       

      (a)           The
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document, 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 in good
faith to make such further inquiry or investigation, it shall be entitled upon
reasonable notice during normal business hours to examine the books, records and
premises of the Company, personally or by agent or attorney at the sole cost of
the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

       

      (b)           Before
the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel or both, subject to the other provisions of
this Indenture.  The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officer’s Certificate
or Opinion of Counsel.  The Trustee may consult with counsel of its
selection and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

       

      (c)           The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent or attorney appointed with due
care.

       

      (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

       

      (e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company or a Guarantor shall be sufficient if
signed by an Officer of the Company or such Guarantor.

       

      (f)           None
of the provisions of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise to incur any liability, financial or otherwise, 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 a reasonable indemnity satisfactory to it against
such risk or liability is not assured to it.

       

      (g)           The
Trustee shall not be deemed to have notice or knowledge of any Default or Event
of Default unless a Trust Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the existence of a Default or Event of Default, the Notes and this
Indenture.

       

      (h)           In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

       

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


      
        
           


        

        
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      (j)           The
Trustee may request that the Company deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officer’s
Certificate may be signed by any person authorized to sign an Officer’s
Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded.

       

      (k)           The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.

       

      Section
7.03        Individual
Rights.

       

      The
Trustee, any Agent or the Collateral Agent in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Company or any Affiliate of the Company with the same rights it would have
if it were not Trustee, such Agent or the Collateral Agent.  However,
in the event that the Trustee acquires any conflicting interest within the
meaning of Section 310(b) of the Trust Indenture Act, it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
(if this Indenture has been qualified under the Trust Indenture Act) or
resign.  The Trustee is also subject to Sections 7.10 and
7.11.

       

      Section
7.04        Disclaimer.

       

      Neither
the Trustee nor the Collateral Agent shall be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Notes, the
Guarantees, the Collateral Documents or the Intercreditor Agreement, it shall
not be accountable for the Company’s use of the proceeds from the Notes or any
money paid to the Company or upon the Company’s direction under any provision of
this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee or the Collateral
Agent, as the case may be, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than the
Trustee’s certificate of authentication on the Notes.

       

      Section
7.05        Notice of
Defaults.

       

      If a
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Holder a notice of the Default within 90 days after it
occurs.  Except in the case of an Event of Default specified in
clauses (1) or (2) of Section 6.01(a), the Trustee may withhold from the Holders
notice of any continuing Default if a Trust Officer of the Trustee determines in
good faith that withholding the notice is in the interest of the
Holders.

       

      Section
7.06        Reports by Trustee to
Holders of the Notes.

       

      Within 60
days after each October 15, beginning with October 15, 2011, and for so long as
Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a
brief report dated as of such reporting date that complies with Trust Indenture
Act Section 313(a) (but if no event described in Trust Indenture Act Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted).  The Trustee also shall comply with Trust
Indenture Act Section 313(b)(2).  The Trustee shall also transmit by
mail all reports as required by Trust Indenture Act Section
313(c).  To the extent that this Indenture is required to be qualified
under the Trust Indenture Act in connection with an issuance of Additional Notes
in a registered offering or otherwise, the Company and the Trustee shall also
comply with Section 313(d) of the Trust Indenture Act.  The Company
shall promptly notify the Trustee in writing in the event the Notes are listed
on any national securities exchange or delisted therefrom.


      
        
           


        

        
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      Section
7.07        Compensation and
Indemnity.

       

      (a)           The
Company and the Guarantors, jointly and severally, shall pay to the Trustee from
time to time such compensation for its acceptance of this Indenture and services
hereunder as the parties shall agree in writing from time to
time.  The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services.  Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and outside
counsel.  The Trustee shall provide the Company reasonable notice of
any expenditure not in the ordinary course of business.

       

      (b)           The
Company and the Guarantors, jointly and severally, shall indemnify the Trustee,
including its officers, directors, employees and agents, for, and hold each of
the Trustee, including its officers, directors, employees and agents, and any
predecessor harmless against, any and all loss, damage, claims, liability or
expense (including reasonable attorneys’ fees and expenses) and taxes (other
than taxes based upon or determined by income of the Trustee) incurred by it in
connection with the acceptance or administration of this trust and the
performance of its duties hereunder and under the Notes, the Guarantees, the
Collateral Documents and the Intercreditor Agreement (including the costs and
expenses of enforcing this Indenture, the Notes, the Guarantees, the Collateral
Documents and the Intercreditor Agreement against the Company or any Guarantor
(including this Section 7.07)) or defending itself against any claim
whether asserted by any Holder, the Company or any Guarantor, or liability in
connection with the acceptance, exercise or performance of any of its powers or
duties hereunder).  The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity.  Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder.  The Company shall defend the claim and the Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense determined to have been caused
by the Trustee’s own willful misconduct, negligence or bad faith.

       

      (c)           The
obligations of the Company and the Guarantors under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture or the earlier
resignation or removal of the Trustee.

       

      (d)           To
secure the payment obligations of the Company and the Guarantors in this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes.  Such Lien shall survive
the satisfaction and discharge of this Indenture.

       

      (e)           Without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(a) (8) or (9) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.


      
        
           


        

        
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      Section
7.08        Replacement of Trustee or
the Collateral Agent.

       

      (a)           A
resignation or removal of the Trustee or the Collateral Agent and appointment of
a successor Trustee or a successor Collateral Agent shall become effective only
upon the successor Trustee’s or successor Collateral Agent’s acceptance of
appointment as provided in this Section 7.08.  The Trustee or the
Collateral Agent may resign in writing at any time by giving 30 days prior
notice of such resignation to the Company and be discharged from the trust
hereby created by so notifying the Company.  The Holders of a majority
in aggregate principal amount of the then outstanding Notes may remove the
Trustee or the Collateral Agent by so notifying the Trustee or the Collateral
Agent, as the case may be, and the Company in writing.  The Company
may remove the Trustee or the Collateral Agent if:

       

      (1)           in
the case of the Trustee, the Trustee fails to comply with Section
7.10;

       

      (2)           the
Trustee or the Collateral Agent, as the case may be, is adjudged a bankrupt or
an insolvent or an order for relief is entered with respect to the Trustee or
the Collateral Agent under any Bankruptcy Law;

       

      (3)           a
receiver or public officer takes charge of the Trustee or the Collateral Agent,
as the case may be, or its property; or

       

      (4)           the
Trustee or the Collateral Agent, as the case may be, becomes incapable of
acting.

       

      (b)           If
the Trustee or the Collateral Agent resigns or is removed or if a vacancy exists
in the office of Trustee or the Collateral Agent for any reason, the Company
shall promptly appoint a successor Trustee or a successor Collateral Agent, as
the case may be.  Within one year after the successor Trustee or
successor Collateral Agent takes office, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may remove the successor Trustee
or successor Collateral Agent to replace it with another successor Trustee or
successor Collateral Agent.

       

      (c)           If
a successor Trustee or a successor Collateral Agent does not take office within
60 days after the retiring Trustee or Collateral Agent resigns or is removed,
the retiring Trustee or Collateral Agent (at the Company’s expense), the Company
or the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee or successor Collateral Agent, as the case
may be.

       

      (d)           If
the Trustee, after written request by any Holder who has been a Holder for at
least six months, fails to comply with Section 7.10, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

       

      (e)           A
successor Trustee or successor Collateral Agent shall deliver a written
acceptance of its appointment to the retiring Trustee or Collateral Agent and to
the Company.  Thereupon, the resignation or removal of the retiring
Trustee or Collateral Agent shall become effective, and the successor Trustee or
Collateral Agent shall have all the rights, powers and duties of the Trustee or
the Collateral Agent under this Indenture.  The successor Trustee or
Collateral Agent shall mail a notice of its succession to
Holders.  The retiring Trustee or Collateral Agent shall promptly
transfer all property held by it as Trustee or Collateral Agent to the successor
Trustee or Collateral Agent; provided that all sums owing
to the Trustee or the Collateral Agent, as the case may be, hereunder have been
paid and such transfer shall be subject to the Lien provided for in Section
7.07.  Notwithstanding replacement of the Trustee or the Collateral
Agent pursuant to this Section 7.08, the Company’s obligations under Section
7.07 shall continue for the benefit of the retiring Trustee or Collateral
Agent.

       

      (f)           As
used in this Section 7.08, the term “Trustee” shall also include each
Agent.


      
        
           


        

        
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      Section
7.09        Successor by Merger,
etc.

       

      If the
Trustee or the Collateral Agent consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor corporation or
national banking association, without any further act shall be the successor
Trustee or Collateral Agent, subject to Section 7.10.

       

      Section
7.10        Eligibility;
Disqualification.

       

      (a)           There
shall at all times be a Trustee hereunder that is a corporation or national
banking association organized and doing business under the laws of the United
States of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of
at least $50,000,000 as set forth in its most recent published annual report of
condition.

       

      (b)           This
Indenture shall always have a Trustee who satisfies the requirements of Trust
Indenture Act Sections 310(a)(1), (2) and (5).  The Trustee is subject
to Trust Indenture Act Section 310(b).

       

      Section
7.11        Preferential Collection of
Claims Against the Company.

       

      The
Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b).  A Trustee
who has resigned or been removed shall be subject to Trust Indenture Act Section
311(a) to the extent indicated therein.

       

      ARTICLE
8


       

      LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

       

      Section
8.01        Option to Effect Legal
Defeasance or Covenant Defeasance.

       

      The
Company may, at its option and at any time, elect to have either Section 8.02 or
8.03 applied to all outstanding Notes upon compliance with the conditions set
forth below in this Article 8.

       

      Section
8.02        Legal Defeasance and
Discharge.

       

      (a)           Upon
the Company’s exercise under Section 8.01 of the option applicable to this
Section 8.02, the Company and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be deemed to have been discharged
from their obligations with respect to all outstanding Notes and Guarantees on
the date the conditions set forth below are satisfied (“Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Company and the Guarantors shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes, and the Guarantees,
which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 and the other Sections of this Indenture referred to in clauses (1)
and (2) below, and to have satisfied all of their other obligations under such
Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:

       

      (1)           the
rights of Holders of outstanding Notes issued under this Indenture to receive
payments in respect of the principal of, or interest or premium, if any, on such
Notes when such payments are due from the trust created pursuant to this
Indenture referred to in Section 8.04;


      
        
           


        

        
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      (2)           the
Company’s obligations with respect to the Notes issued under this Indenture
concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and
money for Note payments held in trust;

       

      (3)           the
rights, powers, trusts, duties and immunities of the Trustee, and the Company’s
and Guarantors’ obligations in connection therewith; and

       

      (4)           this
Section 8.02.

       

      If the
Company exercises the legal defeasance, the Liens on the Collateral will be
released and Guarantees in effect at such time will terminate.

       

      (b)           Following
the Company’s exercise of its Legal Defeasance option, payment of the Notes may
not be accelerated because of an Event of Default.

       

      (c)           Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03.

       

      Section
8.03        Covenant
Defeasance.

       

      Upon the
Company’s exercise under Section 8.01 of the option applicable to this Section
8.03, the Company and the Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04, be released from their obligations under
the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11,
4.12, 4.14, 4.15 and 4.16, clause (4) of Section 5.01(a) and Section 9.07, with
respect to the outstanding Notes, and the Guarantors shall be deemed to have
been discharged from their obligations with respect to all Guarantees, on and
after the date the conditions set forth in Section 8.04 are satisfied
(“Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder
(it being understood that such Notes shall not be deemed outstanding for
accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to this Indenture, the outstanding Notes and the Guarantees,
the Company and the Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01,
but, except as specified above, the remainder of this Indenture, such Notes and
such Guarantees shall be unaffected thereby.  In addition, upon the
Company’s exercise under Section 8.01 of the option applicable to this Section
8.03, subject to the satisfaction of the conditions set forth in Section 8.04,
Sections 6.01(a)(2) (only to the extent relating to Sections 3.09, 4.10 and
4.14), 6.01(a)(3) (only to the extent due to the failure of the Company to
comply with Section 5.01(a)(4)), 6.01(a)(4) (only with respect to covenants that
are released as a result of such Covenant Defeasance), 6.01(a)(5) (only with
respect to covenants that are released as a result of such Covenant Defeasance),
6.01(a)(6), 6.01(a)(7), 6.01(a)(8) (solely with respect to Restricted
Subsidiaries that are Significant Subsidiaries or a group of Restricted
Subsidiaries that, taken together as of the date of the most recent audited
financial statements of the Company, would constitute a Significant Subsidiary),
6.01(a)(9) (solely with respect to Restricted Subsidiaries that are Significant
Subsidiaries or a group of Restricted Subsidiaries that, taken together as of
the date of the most recent audited financial statements of the Company, would
constitute a Significant Subsidiary) 6.01(a)(10) and 6.01(a)(11), in each case
shall not constitute Events of Default.


      
        
           


        

        
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      If the
Company exercises the Covenant Defeasance, the Liens on the Collateral will be
released and Guarantees in effect at such time will be released.

       

      Section
8.04        Conditions to Legal or
Covenant Defeasance.

       

      The
following shall be the conditions to the exercise of either the Legal Defeasance
option under Section 8.02 or the Covenant Defeasance option under
Section 8.03 with respect to the Notes:

       

      (1)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination
of cash in U.S. dollars and U.S. Government Obligations, in such amounts as will
be sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, or interest and premium, if any, on
the outstanding Notes on the Stated Maturity or on the applicable redemption
date, as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date;

       

      (2)           in
the case of Legal Defeasance, the Company has delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that
(a) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (b) since the Issue Date, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel will confirm that, the Holders
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

       

      (3)           in
the case of Covenant Defeasance, the Company has delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that the
Holders of the respective outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

       

      (4)           such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under any material agreement or instrument (other
than this Indenture) to which the Company or any of its Restricted Subsidiaries
is a party or by which the Company or any of its Restricted Subsidiaries is
bound;

       

      (5)           no
Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit and the grant of any Lien securing such
borrowings);

       

      (6)           the
Company must deliver to the Trustee an Opinion of Counsel to the effect that,
assuming, among other things, no intervening bankruptcy of the Company between
the date of deposit and the 91st day following the deposit and assuming that no
Holder is an “insider” of the Company under applicable bankruptcy law, after the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally;


      
        
           


        

        
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      (7)           the
Company must deliver to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Company with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others; and

       

      (8)           the
Company must deliver to the Trustee an Officer’s Certificate and an Opinion of
Counsel (which Opinion of counsel may be subject to customary assumptions and
exclusions), each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

       

      Section
8.05        Deposited Money and U.S.
Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions.

       

      (a)           Subject
to Section 8.06, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 8.04 in respect
of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company or a
Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders
of all sums due and to become due thereon in respect of principal, premium, if
any, and interest but such money need not be segregated from other funds except
to the extent required by law.

       

      (b)           The
Company and the Guarantors, jointly and severally, shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or U.S. Government Obligations deposited pursuant to Section 8.04 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders.

       

      (c)           Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money
or U.S. Government Obligations held by it as provided in Section 8.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

       

      Section
8.06        Repayment to the
Company.

       

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


      
        
           


        

        
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      Section
8.07        Reinstatement.

       

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

       

      ARTICLE
9


       

      AMENDMENT,
SUPPLEMENT AND WAIVER

       

      Section
9.01        Without Consent of
Holders.

       

      (a)           Notwithstanding
Section 9.02, without the consent of any Holder, the Company, the Guarantors and
the Trustee or the Collateral Agent, as applicable, may amend or supplement this
Indenture, the Notes, the Guarantees, the Collateral Documents and the
Intercreditor Agreement to:

       

      (1)           cure
any ambiguity, omission, defect or inconsistency, which amendment shall not
adversely affect the interests of the Holders in any material
respect;

       

      (2)           provide
for the assumption by a successor Person of the obligations of the Company or
any Guarantor under this Indenture, the Notes, the Guarantees, the Collateral
Documents and the Intercreditor Agreement;

       

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

       

      (4)           add
Guarantees with respect to the Notes or release a Guarantor from its obligations
under its Guarantee in accordance with the applicable provisions of this
Indenture;

       

      (5)           add
additional assets as Collateral to secure the Notes and the
Guarantees;

       

      (6)           release
Liens in favor of the Collateral Agent in the Collateral as provided in Section
10.06 or otherwise in accordance with the terms of this Indenture, Collateral
Documents or the Intercreditor Agreement;

       

      (7)           add
to the covenants of the Company or the Guarantors for the benefit of the Holders
or surrender any right or power conferred upon the Company or one or more of the
Guarantors;

       

      (8)           make
any change that does not adversely affect the rights of any Holder in any
material respect;


      
        
           


        

        
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      (9)           provide
for the appointment of a successor Trustee or Collateral Agent; provided that the successor
Trustee or Collateral Agent is otherwise qualified and eligible to act as such
under the terms of this Indenture;

       

      (10)           provide
for the issuance of Additional Notes in accordance with the terms of this
Indenture;

       

      (11)           conform
the text of this Indenture, the Notes or the Guarantees to any provision of the
“Description of notes” of the Offering Memorandum to the extent that such
provision in the “Description of notes” is intended to be a verbatim recitation
of a provision of this Indenture, the Notes or the Guarantees; or

       

      (12)           to
make any amendment to the provisions of this Indenture relating to the transfer
and legending of Notes as permitted by this Indenture, including, without
limitation, to facilitate the issuance and administration of the Notes; provided, however, that (A) compliance
with this Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities law and (B) such
amendment does not materially and adversely affect the rights of Holders to
transfer Notes.

       

      (b)           The
Holders shall be deemed to have consented for purposes of the Collateral
Documents and the Intercreditor Agreement to any of the following amendments,
waivers and other modifications to the Collateral Documents and the
Intercreditor Agreement:

       

      (1)           (A)
to add other parties (or any authorized agent thereof or trustee therefor)
holding Pari Passu Lien Indebtedness that are Incurred in compliance with the
ABL Facility, the Indenture and the Collateral Documents, (B) to establish that
the Liens on any First-Priority Collateral securing such Pari Passu Lien
Indebtedness shall be pari
passu under the Intercreditor Agreement with the Liens on such
First-Priority Collateral securing the Obligations under this Indenture and the
Notes, all on the terms provided for in the Intercreditor Agreement in effect
immediately prior to such amendment and (C) to establish that the Liens on any
ABL Collateral securing such Pari Passu Lien Indebtedness shall be pari passu under the
Intercreditor Agreement with the Liens on such ABL Collateral securing the
Obligations under this Indenture and the Notes and junior and subordinated to
the Liens on such ABL Collateral securing any obligations under the ABL
Facility, all on the terms provided for in the Intercreditor Agreement as in
effect immediately prior to such amendment;

       

      (2)           (A)
to add other parties (or any authorized agent thereof or trustee therefor)
holding Indebtedness that is Incurred in compliance with the ABL Facility and
this Indenture and the Collateral Documents, (B) to establish that the Liens on
any ABL Collateral securing such Indebtedness shall be pari passu under the
Intercreditor Agreement with the Liens on such ABL Collateral securing the
obligations under the ABL Facility and senior to the Liens on such ABL
Collateral securing any obligations under this Indenture and the Notes, all on
the terms provided for in the Intercreditor Agreement in effect immediately
prior to such amendment and (C) to establish that the Liens on any
First-Priority Collateral securing such Indebtedness shall be junior and
subordinated to the Liens on such First-Priority Collateral securing any
obligations under this Indenture and the Notes, all on the terms provided for in
the Intercreditor Agreement in effect immediately prior to such
amendment;

       

      (3)           to
establish that the Liens on any ABL Collateral securing any Indebtedness
replacing the ABL Facility permitted to be incurred under Section 4.09(b)(1)
shall be senior to the Liens on such ABL Collateral securing any obligations
under this Indenture, the Notes and the Guarantees, which obligations shall
continue to be secured on a first-priority basis by the First-Priority
Collateral and on a second-priority basis on the ABL Collateral;
and


      
        
           


        

        
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      (4)           upon
any cancellation or termination of the ABL Facility without a replacement
thereof, to establish that the ABL Collateral shall become First-Priority
Collateral.

       

      Any such
additional party and the Trustee and the Collateral Agent shall be entitled to
rely upon an Officer’s Certificate and an Opinion of Counsel certifying that
such Pari Passu Lien Indebtedness or Indebtedness, as the case may be, was
issued or borrowed in compliance with the ABL Facility, the Indenture and the
Collateral Documents.

       

      (c)           Upon
the request of the Company and upon receipt by the Trustee of the documents
described in Section 13.04, the Trustee shall join with the Company and the
Guarantors in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or
otherwise.

       

      Section
9.02        With Consent of
Holders.

       

      (a)           Except
as provided in Section 9.01 but subject to Section 9.02(e), the Company, the
Guarantors, the Trustee and the Collateral Agent may amend or supplement this
Indenture, the Notes, the Guarantees, the Collateral Documents and the
Intercreditor Agreement with the consent of the Holders of a majority in
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), and any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Notes, the Guarantees, the Collateral Documents and the Intercreditor Agreement
may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including Additional Notes, if
any) voting as a single class (including consents obtained in connection with
the purchase of, or tender offer or exchange offer for,
Notes).  Section 2.08 and Section 2.09 shall determine which Notes are
considered to be “outstanding” for the purposes of this Section
9.02.

       

      (b)           Upon
the request of the Company and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon
receipt by the Trustee of the documents described in Section 13.04, the Trustee
shall join with the Company and the Guarantors in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental indenture.

       

      (c)           It
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.

       

      (d)           After
an amendment, supplement or waiver under this Section 9.02 becomes effective,
the Company shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental indenture
or waiver.


      
        
           


        

        
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      (e)           Without
the consent of each affected Holder, an amendment, supplement or waiver under
this Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):

       

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

       

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

       

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

       

      (4)           waive
a Default or Event of Default in the payment of principal of, or interest or
premium, if any, on the Notes issued under this Indenture (except a rescission
of acceleration of the Notes issued under this Indenture by the Holders of at
least a majority in aggregate principal amount of the Notes issued under this
Indenture with respect to a nonpayment default and a waiver of the payment
default that resulted from such acceleration);

       

      (5)           reduce
the premium payable upon the redemption or repurchase of any Note or change the
time at which any Note may be redeemed or repurchased pursuant to Section 3.07,
4.10 or 4.14, whether through an amendment or waiver of provisions in the
covenants or otherwise; provided that the provisions
under this Indenture relative to the Company’s obligation to make an offer to
repurchase the Notes as a result of a Change of Control may be waived or
modified with the written consent of the Holders of a majority in aggregate
principal amount of the Notes prior to the occurrence of the relevant Change of
Control;

       

      (6)           make
any Note or Guarantee payable in money other than that stated in the
Note;

       

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

       

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

       

      (9)           modify
the Guarantees in any manner, taken as a whole, materially adverse to the
Holders; or

       

      (10)         release
any Guarantor from any of its obligations under its Guarantee or this Indenture,
except in compliance with the terms thereof.

       

      In
addition, without the consent of the Holders of at least 75% in principal amount
of Notes then outstanding, no amendment, supplement or waiver may:

       

      (1)           modify
any Collateral Document or the provisions in this Indenture dealing with
Collateral Documents or application of trust moneys in any manner, taken as a
whole, materially adverse to the Holders or otherwise release any Collateral
other than in accordance with this Indenture, the Collateral Documents and the
Intercreditor Agreement; or


      
        
           


        

        
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      (2)           modify
the Intercreditor Agreement in any manner adverse to the Holders in any material
respect other than in accordance with the terms of this Indenture, the
Collateral Documents and the Intercreditor Agreement.

       

      (f)           A
consent to any amendment, supplement or waiver of this Indenture, any Guarantee
and the Notes by any Holder given in connection with a tender of such Holder’s
Notes shall not be rendered invalid by such tender.

       

      Section
9.03        Compliance with Trust
Indenture Act.

       

      If this
Indenture is qualified under the Trust Indenture Act, every amendment or
supplement to this Indenture or the Notes shall be set forth in an amended or
supplemental indenture that complies with the Trust Indenture Act as then in
effect.

       

      Section
9.04        Revocation and Effect of
Consents.

       

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

       

      (b)           The
Company may, but shall not be obligated to, fix a record date pursuant to
Section 1.05 for the purpose of determining the Holders entitled to consent to
any amendment, supplement, or waiver.

       

      Section
9.05        Notation on or Exchange of
Notes.

       

      (a)           The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Company in exchange
for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or
waiver.

       

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

       

      Section
9.06        Trustee and Collateral Agent
to Sign Amendments, etc.

       

      The
Trustee or the Collateral Agent, as the case may be, shall sign any amendment,
supplement or waiver authorized pursuant to this Article 9 if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee or the Collateral Agent, as the case may
be.  In executing any amendment, supplement or waiver, the Trustee and
the Collateral Agent shall receive and (subject to Section 7.01) shall be fully
protected in relying upon an Officer’s Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver is the legal, valid and binding obligation of the Company and any
Guarantor party thereto, enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including Section 9.03).


      
        
           


        

        
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      Section
9.07        Payment for
Consent.

       

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

       

      ARTICLE
10


       

      COLLATERAL
AND SECURITY

       

      Section
10.01        The
Collateral.

       

      (a)           The
due and punctual payment of the principal of, premium, if any, and interest on
the Notes and the Guarantees thereof when and as the same shall be due and
payable, whether on an Interest Payment Date, at maturity, by acceleration,
repurchase, redemption or otherwise, interest on the overdue principal of and
interest (to the extent permitted by law), if any, on the Notes and the
Guarantees thereof and performance of all other obligations under this
Indenture, including, without limitation, the obligations of the Company set
forth in Section 7.07 and Section 8.05(b) herein, and the Notes and the
Guarantees thereof and the Collateral Documents, shall be secured by (i)
first-priority Liens and security interests and (ii) second-priority Liens and
security interests, in each case subject to Permitted Liens, as provided in the
Collateral Documents which the Company and the Guarantors, as the case may be,
have entered into simultaneously with the execution of this Indenture and will
be secured by all Collateral Documents hereafter delivered as required or
permitted by this Indenture, the Collateral Documents and the Intercreditor
Agreement.  The Company and the Guarantors hereby agree that the
Collateral held by the Collateral Agent will be held in trust for the benefit of
all of the Holders and the Trustee, in each case pursuant to the terms of the
Collateral Documents and the Intercreditor Agreement, and the Collateral Agent
is hereby authorized and directed to execute and deliver the Collateral
Documents and the Intercreditor Agreement.  The Bank of New York
Mellon Trust Company, N.A. is hereby appointed as the Collateral
Agent.

       

      (b)           Each
Holder, by its acceptance of any Notes and the Guarantees thereof, consents and
agrees to the terms of the Collateral Documents and the Intercreditor Agreement
(including, without limitation, the provisions providing for foreclosure and
release of Collateral) as the same may be in effect or may be amended from time
to time in accordance with their terms, agrees to the appointment of the
Collateral Agent and authorizes and directs the Collateral Agent to perform its
obligations and exercise its rights under the Collateral Documents and the
Intercreditor Agreement in accordance therewith.

       

      (c)           The
Trustee and each Holder, by accepting the Notes and the Guarantees thereof,
acknowledges that, as more fully set forth in the Collateral Documents and the
Intercreditor Agreement, the Collateral as now or hereafter constituted shall be
held for the benefit of all the Holders and the Trustee, and that the Lien of
this Indenture and the Collateral Documents in respect of the Trustee and the
Holders is subject to and qualified and limited in all respects by the
Collateral Documents and the Intercreditor Agreement and actions that may be
taken thereunder.


      
        
           


        

        
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      Section
10.02        Further
Assurances.

       

      (a)           The
Company will, and will cause each Guarantor to, at their sole expense, do or
cause to be done all acts and things which may be reasonably necessary, and do
such acts if requested by the Trustee or the Collateral Agent, to confirm that
the Collateral Agent holds, for the benefit of the Holders of the Notes and the
Guarantees thereof and the Trustee, duly created, enforceable and perfected
first- or second-priority Liens and security interests, as applicable, in the
Collateral (subject to Permitted Liens) to the extent required by this
Indenture, the Collateral Documents and the Intercreditor
Agreement.

       

      (b)           As
necessary, or upon request of the Trustee, the Company shall, and shall cause
each Guarantor to, at their sole expense, execute, acknowledge and deliver such
Collateral Documents, and the Intercreditor Agreement, instruments,
certificates, notices and other documents and take such other actions as shall
be necessary or which the Collateral Agent or the Trustee may reasonably request
to create, perfect, protect, assure, transfer, confirm or enforce the Liens and
benefits intended to be conferred as contemplated by this Indenture, the
Collateral Documents and the Intercreditor Agreement for the benefit of the
Holders of the Notes and the Guarantees thereof and the Trustee, including with
respect to after-acquired Collateral, to the extent required hereunder and
thereunder.  If the Company or such Guarantor fails to do so, the
Trustee is hereby irrevocably authorized and empowered, with full power of
substitution, to execute, acknowledge and deliver such Collateral Documents, the
Intercreditor Agreement, instruments, certificates, notices and other documents
and, subject to the provisions of the Collateral Documents and the Intercreditor
Agreement, take such other actions in the name, place and stead of the Company
or such Guarantor, but the Trustee will have no obligation to do so and no
liability for any action taken or omitted by it in good faith in connection
therewith.

       

      Section
10.03        After-Acquired
Property.

       

      (a)           Subject
to Permitted Liens and the terms of the Collateral Documents, upon the
acquisition by the Company or any Guarantor after the Issue Date of (1) any
after-acquired real property or any equipment or fixtures, including accretions,
additions or technological upgrades to the equipment or fixtures with a book
value or fair market value in excess of $1.0 million that, in any such case,
form part of the First-Priority Collateral or ABL Collateral, as applicable, or
(2) shares of capital stock of BCS as a result of which it becomes a
wholly-owned direct or indirect Subsidiary of the Company or (3) any Additional
Assets out of the Net Cash Proceeds from any issuance of Additional Notes or
other Indebtedness or in compliance with Section 4.10, the Company or such
Guarantor shall execute and deliver such mortgages, deeds of trust, security
instruments, financing statements, information, documentation or other
certificates as may be necessary to vest in the Collateral Agent a perfected
security interest, subject only to Permitted Liens, in such after-acquired
property, shares and/or Additional Assets (other than Excluded Assets) and to
have such property added to the Collateral, and thereupon all provisions of this
Indenture relating to the Collateral shall be deemed to relate to such property
to the same extent and with the same force and effect.

       

      (b)           In
addition, if, after the Issue Date, the Company or any Restricted Subsidiary
grants any Lien on any leasehold interest in real property, the Company or such
Guarantor shall execute and deliver such mortgages, deeds of trust, security
instruments, financing statements, title insurance, certificates and Opinions of
Counsel as may be necessary to vest in the Collateral Agent a perfected security
interest, subject only to Permitted Liens, in such leasehold interest and to
have such leasehold interest added to the Collateral, and thereupon all
provisions of this Indenture, the Notes, the Security, and the Intercreditor
Agreement relating to the Collateral shall be deemed to relate to such leasehold
interest to the same extent and with the same force and effect.


      
        
           


        

        
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    Section
10.04        Impairment of Security
Interest.

     

    Neither
the Company nor any of its Restricted Subsidiaries shall take or omit to take
any action which would materially adversely affect or impair the Liens in favor
of the Collateral Agent and the Holders of the Notes with respect to the
Collateral. Neither the Company nor any of its Restricted Subsidiaries shall
grant to any Person, or permit any Person to retain (other than the Collateral
Agent), any interest whatsoever in the Collateral, other than Permitted Liens.
Neither the Company nor any of its Restricted Subsidiaries shall enter into any
agreement that requires the proceeds received from any sale of Collateral to be
applied to repay, redeem, defease or otherwise acquire or retire any
Indebtedness of any Person, other than as permitted by this Indenture, the
Notes, the Guarantees, the Collateral Documents, and the Intercreditor
Agreement. The Company shall, and shall cause each Guarantor to, at its sole
cost and expense, execute and deliver all such agreements and instruments as
necessary, or as the Trustee reasonably requests, to more fully or accurately
describe the assets and property intended to be Collateral or the obligations
intended to be secured by the Collateral Documents.

     

    Section
10.05        Real Estate Mortgages and
Filings.

     

    With
respect to any fee interest in any real property owned by the Company or any
Guarantor on the Issue Date or acquired by the Company or a Guarantor after the
Issue Date (individually and collectively, the “Premises”), within 60
days of later of the Issue Date or the date of acquisition:

     

    (a)           the
Company shall deliver to the Collateral Agent, as mortgagee or beneficiary, as
applicable, fully executed counterparts of Mortgages, duly executed by the
Company or the applicable Guarantor, together with evidence of the completion
(or satisfactory arrangements for the completion) of all recordings and filings
of such Mortgage (and payment of any taxes or fees in connection therewith) as
may be necessary to create a valid, perfected first-priority Lien, subject to
Permitted Liens, against the Premises purported to be covered
thereby;

     

    (b)           the
Company shall deliver, or shall cause the Guarantors to deliver, to Collateral
Agent a mortgagee’s title insurance policy (or policies) or marked up signed
title commitment pursuant to a “New York” style real estate closing with the
title insurance company; each such policy or commitment shall (A) be in an
amount equal to 110% of the fair market value of such Premises; (B) be issued at
ordinary rates; (C) insure that the Mortgage insured thereby creates a valid
first priority lien and security interest in each such Premises, constituting
First-Priority Collateral free and clear of all defects and encumbrances, except
for Permitted Liens; (D) name the Collateral Agent for the benefit of the
Holders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 2006
(or equivalent policies); (F) contain customary endorsements and affirmative
coverage for the benefit of the Collateral Agent, but only to the extent such
endorsements and affirmative coverage are available in the applicable
jurisdiction where the applicable Premises are located; and (G) be issued by
title companies (including any such title companies acting as co-insurers or
reinsurers) and be accompanied by evidence that all premiums in respect of such
policy or commitment, all charges for mortgage recording tax and all related
expenses, if any, have been paid; and

     

    (c)           the
Company shall, or shall cause the Guarantors to, deliver to the Collateral
Agent, with respect to each of the Premises, such filings, surveys, (or any
survey updates or affidavits relating to any existing surveys that the title
company may reasonably require in connection with the issuance of title policies
referenced to in clause (b) above), zoning reports, local counsel opinions, and
fixture filings, along with such other documents, instruments, certificates and
agreements, as are customary in a transaction of this type, provided, however, that the
Sarasota Facility, which is currently offered for sale, shall not be subject to
the foregoing mortgage requirements unless the sale of the Sarasota Facility is
not consummated within six months from the Issue Date. In the event the sale of
the Sarasota Facility is not consummated within such six month period, the
Company shall have 60 days from the end of such six month period to comply with
the foregoing mortgage requirements with respect to the Sarasota
Facility.

     

    
      
        
        

      

      
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    Section
10.06        Release of Liens on the
Collateral.

     

    (a)           The
Liens on the Collateral will be released with respect to the
Notes:

     

    (1)        in
whole, upon payment in full of the principal of, together with accrued and
unpaid interest and premium, if any, on the Notes;

     

    (2)        in
whole, upon satisfaction and discharge of this Indenture as set forth in Section
12.01 hereof;

     

    (3)        in
whole, upon a Legal Defeasance or Covenant Defeasance as set forth in Article 8
hereof;

     

    (4)        in
part, as to any property constituting Collateral:

     

    (A)   
      that is sold or otherwise disposed of by the
Company or any of the Guarantors in a transaction permitted by Section 4.10 and
by the Collateral Documents (to the extent of the interest sold or disposed of)
or otherwise not prohibited by this Indenture and the Collateral
Documents;

     

    (B)          that
is cash or Net Available Cash withdrawn from the Collateral Account for any one
or more purposes permitted by Section 4.10(a) or for any other expenditures not
prohibited by this Indenture; or

     

    (C)          otherwise
in accordance with, and as expressly provided for under, this Indenture, the
Intercreditor Agreement or the Collateral Documents;

     

    (5)        in
whole as to all Collateral that is owned by a Guarantor that is released from
its Guarantee in accordance with this Indenture;

     

    (6)        with
the consent of Holders of seventy-five percent (75%) in aggregate principal
amount of the Notes (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, Notes);
and

     

    (7)        with
respect to assets that become Excluded Assets.

     

    (b)           With
respect to the release of Premises that constitute First-Priority Collateral,
the Company and each Guarantor will furnish to the Trustee, prior to each
proposed release of Collateral pursuant to the Collateral Documents and this
Indenture:

     

    (1)           an
Officer’s Certificate requesting such release;

     

    (2)           an
Officer’s Certificate and an Opinion of Counsel to the effect that all
conditions precedent provided for in this Indenture and the Collateral Documents
to such release have been complied with;

     

    (3)           a
form of such release (which release shall be in form reasonably satisfactory to
the Trustee and shall provide that the requested release is without recourse or
warranty to the Trustee).

     

    
      
        
        

      

      
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    Upon
compliance by the Company or the Guarantors, as the case may be, with the
conditions precedent set forth above, and upon delivery by the Company or such
Guarantor to the Trustee of an Opinion of Counsel to the effect that such
conditions precedent have been complied with, the Trustee or the Collateral
Agent shall promptly cause to be released and reconveyed to the Company, or the
Guarantors, as the case may be, the released Collateral.

     

    (c)           The
Company shall comply with Section 314(b)(2) of the Trust Indenture Act; provided that to the extent
that this Indenture is not qualified under the Trust Indenture Act, the Company
shall not be required to deliver any Opinion of Counsel pursuant to such Section
314(b)(2) with respect to the maintenance of the Lien of any Mortgage. To the
extent that this Indenture is required to be qualified under the Trust Indenture
Act in connection with an issuance of Additional Notes in a registered offering
or otherwise, the Company shall fully comply with Sections 314(b) and (d) of the
Trust Indenture Act, but the Company shall not be required to comply with such
sections prior to the time that it is required to be qualified under the Trust
Indenture Act, except as provided in the preceding sentence. For purposes of the
Trust Indenture Act, the release of any Collateral from the terms of the
Collateral Documents will not be deemed to impair the security under this
Indenture in contravention of the provisions hereof or affect the Lien of this
Indenture or the Collateral Documents if and to the extent the Collateral is
released pursuant to this Indenture, the Collateral Documents or the
Intercreditor Agreement or upon the termination of this Indenture.

     

    Section
10.07        Authorization of Actions to
be Taken by the Trustee or the Collateral Agent Under the Collateral
Documents.


     

    (a)           Subject
to the provisions of the Collateral Documents and the Intercreditor Agreement,
each of the Trustee or the Collateral Agent may, in its sole discretion and
without the consent of the Holders, on behalf of the Holders, take all actions
it may deem necessary or appropriate in order to (a) enforce any of its rights
or any of the rights of the Holders under the Collateral Documents and the
Intercreditor Agreement and (b) collect and receive any and all amounts payable
in respect of the Collateral in respect of the obligations of the Company and
the Subsidiaries hereunder and thereunder. Subject to the provisions of the
Collateral Documents and the Intercreditor Agreement, the Trustee or the
Collateral Agent shall have the power to institute and to maintain such suits
and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Collateral
Documents, the Intercreditor Agreement or this Indenture, and such suits and
proceedings as the Trustee or the Collateral Agent may deem expedient to
preserve or protect its interest and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests
of the Holders or the Trustee).

     

    (b)           The
Trustee or the Collateral Agent shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection,
priority or enforceability of the Liens in any of the Collateral, whether
impaired by operation of law or by reason of any action or omission to act on
its part hereunder, except to the extent such action or omission constitutes
negligence, bad faith or willful misconduct on the part of the Trustee or the
Collateral Agent, for the validity or sufficiency of the Collateral or any
agreement or assignment contained therein, for the validity of the title of the
Company to the Collateral, for insuring the Collateral or for the payment of
taxes, charges, assessments or Liens upon the Collateral or otherwise as to the
maintenance of the Collateral. The Trustee or the Collateral Agent shall have no
responsibility for recording, filing, re-recording or refiling any financing
statement, continuation statement, document, instrument or other notice in any
public office at any time or times or to otherwise take any action to perfect or
maintain the perfection of any security interest granted to it under the
Collateral Documents or otherwise. The Trustee and the Collateral Agent shall be
deemed to have exercised reasonable care in the custody of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property and shall not be liable or responsible for any
loss or diminution in the value of any of the Collateral, by reason of the act
or omission of any carrier, forwarding agency or other agent or bailee selected
by the Trustee or Collateral Agent in good faith.

     

    
      
        
        

      

      
        -97-

        
          

        

      

      
        
        

      

    

     

    (c)          Where
any provision of this Indenture requires that additional property or assets be
added to the Collateral, the Company and each Guarantor shall deliver to the
Trustee or the Collateral Agent the following:

     

    (A)          a
request from the Company that such Collateral be added;

     

    (B)          the
form of instrument adding such Collateral, which, based on the type and location
of the property subject thereto, shall be in substantially the form of the
applicable Collateral Documents entered into on the date of this Indenture, with
such changes thereto as the Company shall consider appropriate, or in such other
form as the Company shall deem proper; provided that any such
changes or such form are satisfactory to the Trustee or the Collateral
Agent;

     

    (C)          an
Officer’s Certificate to the effect that the Collateral being added is in the
form, consists of the assets and is in the amount or otherwise has the fair
market value required by this Indenture;

     

    (D)          an
Officer’s Certificate and Opinion of Counsel to the effect that all conditions
precedent provided for in this Indenture to the addition of such Collateral have
been complied with, which Opinion of Counsel shall also opine as to the creation
and perfection of the Collateral Agent’s Lien on such Collateral and as to the
due authorization, execution, delivery, validity and enforceability of the
Collateral Document being entered into; and

     

    (E)           such
financing statements, if any, as the Company shall deem necessary to perfect the
Collateral Agent’s security interest in such Collateral.

     

    (d)          The
Trustee or the Collateral Agent, in giving any consent or approval under the
Collateral Documents or the Intercreditor Agreement, shall receive, as a
condition to such consent or approval, an Officer’s Certificate and an Opinion
of Counsel to the effect that the action or omission for which consent or
approval is to be given does not adversely affect the interests of the Holders
or impair the security of the Holders in contravention of the provisions of this
Indenture, the Collateral Documents and the Intercreditor Agreement, and the
Trustee or the Collateral Agent shall be fully protected in giving such consent
or approval on the basis of such Officer’s Certificate and Opinion of
Counsel.

     

    Section
10.08        Collateral
Account.

     

    (a)           The
Collateral Agent is authorized to receive any funds for the benefit of the
Holders distributed under, and in accordance with, the Collateral Documents, and
to make further distributions of such funds to the Holders according to the
provisions of this Indenture, the Collateral Documents and the Intercreditor
Agreement.

     

    
      
        
        

      

      
        -98-

        
          

        

      

      
        
        

      

    

     

    (b)           Prior
to the Issue Date, the Collateral Agent shall have established the Collateral
Account, which shall at all times hereafter until this Indenture shall have
terminated, be maintained with, and under the sole control of, the Collateral
Agent. The Collateral Account shall be a trust account and shall be established
and maintained by the Collateral Agent at one of its corporate trust offices
(which may include the New York corporate trust office), and all Collateral
shall be credited thereto. All cash and Cash Equivalents received by the
Collateral Agent from Asset Dispositions of Collateral, Recovery Events,
foreclosures of or sales of the Collateral, issuances of Additional Notes and
other awards or proceeds pursuant to the Collateral Documents, including
earnings, revenues, rents, issues, profits and income from the Collateral
received pursuant to the Collateral Documents, shall be deposited in the
Collateral Account, in the case of proceeds from First-Priority Collateral, and
thereafter shall be held, applied and/or disbursed by the Collateral Agent in
accordance with the terms of this Indenture (including, without limitation,
Section 2.01(a), Section 4.10, Section 6.13 and Section 10.08(a)).

     

    (c)           Pending
the distribution of funds in the Collateral Account in accordance with the
provisions hereof and provided that no Event of Default shall have occurred and
be continuing, the Company may direct the Collateral Agent in writing to invest
such funds in Cash Equivalents specified in such direction, such investments to
mature by the times such funds are needed hereunder and such direction to
certify that such funds constitute Cash Equivalents and that no Event of Default
shall have occurred and be continuing. So long as no Event of Default shall have
occurred and be continuing, the Company may direct the Collateral Agent to sell,
liquidate or cause the redemption of any such investments, such direction to
certify that no Event of Default shall have occurred and be continuing. Any gain
or income on any investment of funds in the Collateral Account shall be credited
to the Collateral Account. The Collateral Agent shall have no liability for any
loss incurred in connection with any investment or any sale, liquidation or
redemption thereof made in accordance with the provisions of this Section
10.08(c).

     

    ARTICLE
11


     

    GUARANTEES

     

    Section
11.01        Guarantee.

     

    (a)           Subject
to this Article 11, each of the Guarantors hereby, jointly and severally,
irrevocably and unconditionally guarantees, on a senior secured basis, to each
Holder and to the Trustee (on behalf of each such Holder) and its successors and
assigns, that: (1) the principal of, premium, if any, and interest on the Notes
shall be promptly paid in full when due, whether at Stated Maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other Obligations of the
Company to the Holders or the Trustee hereunder or under the Notes shall be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (2) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same shall be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise. Failing payment by the
Company when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

     

    (b)           The
Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that this
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture, or pursuant to
Section 11.06.

     

    
      
        
        

      

      
        -99-

        
          

        

      

      
        
        

      

    

     

    (c)           Each
Guarantor also agrees, jointly and severally, to pay any and all costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the
Trustee, or any Holder in enforcing any rights under this Section
11.01.

     

    (d)           If
any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to the Company or the Guarantors, any amount paid
either to the Trustee, or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.

     

    (e)           Each
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby. Each Guarantor further
agrees that, as between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) in
the event of any declaration of acceleration of such obligations as provided in
Article 6, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Guarantees.

     

    (f)           Each
Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Company for liquidation or
reorganization, should the Company become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any significant part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee on the Notes or the Guarantees, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

     

    (g)           In
case any provision of any Guarantee 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.

     

    (h)           Each
payment to be made by a Guarantor in respect of its Guarantee shall be made
without set-off, counterclaim, reduction or diminution of any kind or
nature.

     

    
      
        
        

      

      
        -100-

        
          

        

      

      
        
        

      

    

     

    Section
11.02        Limitation on Guarantor
Liability.

     

    Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to any Guarantee. To
effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of each Guarantor shall be limited
to the maximum amount as will, after giving effect to such maximum amount and
all other contingent and fixed liabilities of such Guarantor that are relevant
under such laws and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under applicable
law. Each Guarantor that makes a payment under its Guarantee shall be entitled
upon payment in full of all Obligations under this Indenture to a contribution
from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such
payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP.

     

    Section
11.03        Execution and
Delivery.

     

    (a)           To
evidence its Guarantee set forth in Section 11.01, each Guarantor hereby
agrees that this Indenture shall be executed on behalf of such Guarantor by an
Officer or person holding an equivalent title.

     

    (b)          Each
Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall
remain in full force and effect notwithstanding the absence of the endorsement
of any notation of such Guarantee on the Notes.

     

    (c)           If
an Officer whose signature is on this Indenture no longer holds that office at
the time the Trustee authenticates the Note, the Guarantees shall be valid
nevertheless.

     

    (d)           The
delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantee set forth in this Indenture on
behalf of the Guarantors.

     

    (e)           If
required by Section 4.15, the Company shall cause any newly created or acquired
Restricted Subsidiary to comply with the provisions of Section 4.15 and this
Article 11, to the extent applicable.

     

    Section
11.04        Subrogation.

     

    Each
Guarantor shall be subrogated to all rights of Holders against the Company in
respect of any amounts paid by any Guarantor pursuant to the provisions of
Section 11.01; provided
that, if an Event of Default has occurred and is continuing, no Guarantor shall
be entitled to enforce or receive any payments arising out of, or based upon,
such right of subrogation until all amounts then due and payable by the Company
under this Indenture or the Notes shall have been paid in full.

     

    Section
11.05        Benefits
Acknowledged.

     

    Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the guarantee
and waivers made by it pursuant to its Guarantee are knowingly made in
contemplation of such benefits.

     

    Section
11.06        Release of
Guarantees.

     

    (a)           A
Guarantee by a Guarantor shall be automatically and unconditionally released and
discharged, and no further action by such Guarantor, the Company or the Trustee
shall be required for the release of such Guarantor’s Guarantee,
upon:

     

    
      
        
        

      

      
        -101-

        
          

        

      

      
        
        

      

    

     

    (1)       (A)
(i) in the case of the Guarantee of a Guarantor that is a Restricted Subsidiary,
any sale, exchange, transfer or disposition (whether by merger, consolidation or
the sale of) of the Capital Stock of such Guarantor after which the applicable
Guarantor is no longer a Restricted Subsidiary or (ii) the sale of all or
substantially all the assets (other than by lease) of such Guarantor, whether or
not such Guarantor is the surviving corporation in such transaction, to a Person
which is not the Company or a Restricted Subsidiary; provided that (x) such sale,
exchange, transfer or disposition is made in compliance with this Indenture,
including Section 4.10 (it being understood that only such portion, if any, of
the Net Available Cash as is required to be applied on or before the date of
such release in accordance with the terms of this Indenture needs to be applied
in accordance therewith at such time) and Article 5 and (y) all the
obligations of such Guarantor under all Indebtedness of the Company or its
Restricted Subsidiaries terminate upon consummation of such
transaction;

     

    (B)          the
release or discharge of such Guarantor from its guarantee of Indebtedness of the
Company and the Guarantors under the ABL Facility (including by reason of the
termination of the ABL Facility), all other Indebtedness of the Company and its
Restricted Subsidiaries and/or the guarantee that resulted in the obligation of
such Guarantor to guarantee the Notes, if such Guarantor would not then
otherwise be required to guarantee the Notes pursuant to this Indenture (and
treating any guarantees of such Guarantor that remain outstanding as Incurred at
least 30 days prior to such release or discharge), except a discharge or release
by or as a result of payment under such guarantee; provided that if such Person
has Incurred any Indebtedness or issued any Preferred Stock or Disqualified
Stock in reliance on its status as a Guarantor under Section 4.09, such
Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred
Stock, as the case may be, so Incurred are satisfied in full and discharged or
are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a
Guarantor) under Section 4.09;

     

    (C)          the
proper designation of any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary; or

     

    (D)          the
Company exercising its Legal Defeasance option or Covenant Defeasance option in
accordance with Article 8 or the Company’s obligations under this Indenture
being discharged in accordance with the terms of this Indenture;
and

     

    (2)       In
the case of clauses (1)(A) and (1)(D) above only, such Guarantor delivering to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for in this Indenture relating to such
transaction and/or release have been complied with.

     

    (b)          At
the written request of the Company, the Trustee shall execute and deliver any
documents reasonably required in order to evidence such release, discharge and
termination in respect of the applicable Guarantee.

     

    
      
        
        

      

      
        -102-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
12


     

    SATISFACTION
AND DISCHARGE

       

    Section
12.01        Satisfaction and
Discharge.

     

    This
Indenture will be discharged and will cease to be of further effect as to all
Notes issued thereunder, when:

     

    (1)         either:

     

    
      	
               
      

            	
              (a)

            	
              all
      Notes that have been authenticated, except lost, stolen or destroyed Notes
      that have been replaced or paid and Notes for whose payment money has been
      deposited in trust and thereafter repaid to the Company, have been
      delivered to the Trustee for cancellation;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      Notes not theretofore delivered to the Trustee for cancellation have
      become due and payable by reason of the making of a notice of redemption
      or otherwise, will become due and payable within one year or may be called
      for redemption within one year under arrangements satisfactory to the
      Trustee for the giving of notice of redemption by the Trustee in the name,
      and at the expense, of the Company, and the Company or any Guarantor has
      irrevocably deposited or caused to be deposited with the Trustee, as trust
      funds in trust solely for the benefit of the Holders of the Notes, cash in
      U.S. dollars, U.S. Government Obligations, or a combination thereof, in
      such amounts as will be sufficient without consideration of any
      reinvestment of interest to pay and discharge the entire Indebtedness on
      the Notes not theretofore delivered to the Trustee for cancellation for
      principal, premium, if any, and accrued interest to the date of maturity
      or redemption;

            


    

     

    (2)         no
Default or Event of Default has occurred and is continuing on the date of the
deposit or will occur as a result of the deposit (other than a Default resulting
from borrowing of funds to be applied to such deposit and the grant of any Lien
securing such borrowing) and the deposit will not result in a breach or
violation of, or constitute a default under, the ABL Facility or any other
material agreement or instrument to which the Company is a party or by which the
Company or any Guarantor is bound;

     

    (3)         the
Company has paid or caused to be paid all sums payable by it under this
Indenture; and

     

    (4)         the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes issued
hereunder at maturity or the redemption date, as the case may be.

     

    In
addition, the Company must deliver an Officer’s Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     

    Section
12.02        Application of Trust
Money.

     

    (a)           Subject
to the provisions of Section 8.06, all money deposited with the Trustee pursuant
to Section 12.01 shall be held in trust and applied by it, in accordance with
the provisions of the Notes and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal, premium, if any, and interest for whose payment such money has been
deposited with the Trustee, but such money need not be segregated from other
funds except to the extent required by law.

     

    (b)           If
the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Section 12.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; 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, as the case may be.

     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
13

     

    MISCELLANEOUS

     

    Section
13.01        Trust Indenture Act Controls
Under Certain Circumstances.

     

    If any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Trust Indenture Act Section 318(c) in respect of Sections of the
Trust Indenture Act that are incorporated by reference in this Indenture
pursuant to Section 1.04, the imposed duties shall control.

     

    Section
13.02        Notices.

     

    (a)           Any
notice or communication to the Company, any Guarantor, the Trustee or the
Collateral Agent is duly given if in writing and (1) delivered in person,
(2) mailed by first-class mail, postage prepaid, or overnight air courier
guaranteeing next day delivery or (3) sent by facsimile or electronic
transmission, to the others’ address:

     

    If to the
Company and/or any Guarantor:

     

    c/o
Stoneridge, Inc.

    9400 East
Market Street

    Warren,
Ohio 44484

    Fax
No.:  (330) 856-3618

    Attention:  George
E. Strickler

    


    With a
copy to:

     

    Baker
& Hostetler LLP

    PNC
Center

    1900 East
9th Street, Suite 3200

    Cleveland,
Ohio 44114-3482

    Fax No:
(216) 696.0740

    Email:  RLoesch@bakerlaw.com

    Attention:  Robert
Loesch

     

    If to the
Trustee:

     

    The Bank
of New York Mellon Trust Company, N.A.

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois  60602

    Fax
No.:  (312) 827-8542

    Email:  Yolanda.Ash@bnymellon.com

    Attention:  Corporate
Trust Administration

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

     

    If to the
Collateral Agent:

     

    The Bank
of New York Mellon Trust Company, N.A.

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois  60602

    Fax
No.:  (312) 827-8542

    Email:  Yolanda.Ash@bnymellon.com

    Attention:  Corporate
Trust Administration

    


    The
Company, any Guarantor, the Trustee or the Collateral Agent, by like notice, may
designate additional or different addresses for subsequent notices or
communications.

     

    (b)           All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; on
the first date of which publication is made, if by publication; five calendar
days after being deposited in the mail, postage prepaid, if mailed by
first-class mail; the next Business Day after timely delivery to the courier, if
mailed by overnight air courier guaranteeing next day delivery; when receipt
acknowledged, if sent by facsimile or electronic transmission; provided that any notice or
communication delivered to the Trustee or the Collateral Agent shall be deemed
effective upon actual receipt thereof.

     

    (c)           Any
notice or communication to a Holder shall be mailed by first-class mail or by
overnight air courier guaranteeing next day delivery to its address shown on the
Note Register or by such other delivery system as the Trustee agrees to accept.
Any notice or communication shall also be so mailed to any Person described in
Trust Indenture Act Section 313(c), to the extent required by the Trust
Indenture Act. Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other
Holders.

     

    (d)           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.

     

    (e)           Where
this Indenture provides for notice of any event to a Holder of a Global Note,
such notice shall be sufficiently given if given to the Depositary for such Note
(or its designee), pursuant to the applicable procedures of such Depositary, if
any, prescribed for the giving of such notice.

     

    (f)           The
Trustee agrees to accept and act upon notice, instructions or directions
pursuant to this Indenture sent by unsecured facsimile or electronic
transmission; provided,
however, that (1) the
party providing such written notice, instructions or directions, subsequent to
such transmission of written instructions, shall provide the originally executed
instructions or directions to the Trustee in a timely manner, and (2) such
originally executed notice, instructions or directions shall be signed by an
authorized representative of the party providing such notice, instructions or
directions. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reasonable reliance upon and
compliance with such notice, instructions or directions notwithstanding such
notice, instructions or directions conflict or are inconsistent with a
subsequent notice, instructions or directions.

     

    (g)           If
a notice or communication is sent in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

     

    (h)           If
the Company mails a notice or communication to all Holders, it shall mail a copy
to the Trustee and each Agent at the same time.

     

    Section
13.03        Communication by Holders
with Other Holders.

     

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

     

    Section
13.04        Certificate and Opinion as
to Conditions Precedent.

     

    Upon any
request or application by the Company or any Guarantor to the Trustee or the
Collateral Agent to take any action under this Indenture, the Intercreditor
Agreement or any of the Collateral Documents, the Company or such Guarantor, as
the case may be, shall furnish to the Trustee or the Collateral
Agent:

     

    (1)           an
Officer’s Certificate in form reasonably satisfactory to the Trustee or the
Collateral Agent, as the case may be (which shall include the statements set
forth in Section 13.05), stating that, in the opinion of the signer(s), all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

     

    (2)           an
Opinion of Counsel in form reasonably satisfactory to the Trustee or the
Collateral Agent, as the case may be (which shall include the statements set
forth in Section 13.05), stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been complied with; provided that (A) subject to
Section 5.01(c), no Opinion of Counsel shall be required in connection with
the addition of a Guarantor under this Indenture upon execution and delivery by
such Guarantor and the Trustee of a supplemental indenture to this Indenture,
the form of which is attached as Exhibit C and (B) no Opinion of Counsel
pursuant to this section shall be required in connection with the issuance of
Notes on the Issue Date.

     

    Section
13.05        Statements Required in
Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 4.04) shall include:

     

    (1)           a
statement that the Person making such certificate or opinion has read such
covenant or condition;

     

    (2)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

     

    (3)           a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with (and, in the case of an Opinion of Counsel, may be limited to
reliance on an Officer’s Certificate as to matters of fact); and

     

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

     

    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    

     

    Section
13.06        Rules by Trustee and
Agents.

     

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

     

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

     

    No
director, Officer, employee, incorporator, stockholder or controlling Person of
the Company or any of the Guarantors or any of their parent companies, as such,
shall have any liability for any obligations of the Company or the Guarantors
under the Notes, this Indenture, the Guarantees, the Collateral Documents, the
Intercreditor Agreement or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities law.

     

    Section
13.08        Governing
Law.

     

    THIS
INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    Section
13.09        Waiver of Jury
Trial.

     

    EACH OF
THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE COLLATERAL AGENT HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
13.10        Force
Majeure.

     

    In no
event shall the Trustee or the Collateral Agent be responsible or liable for any
failure or delay in the performance of its obligations under this Indenture
arising out of or caused by, directly or indirectly, forces beyond its
reasonable control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software or hardware) services; it being
understood that the Trustee and the Collateral Agent shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

     

    Section
13.11        No Adverse Interpretation of
Other Agreements.

     

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

     

    Section
13.12        Successors.

     

    All
agreements of the Company in this Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.06.

     

    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    

     

    Section
13.13        Severability.

     

    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
13.14        Counterpart
Originals.

     

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

     

    Section
13.15        Table of Contents, Headings,
etc.


     

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

     

    Section
13.16        U.S.A. PATRIOT
Act.

     

    The
parties hereto acknowledge that in accordance with Section 326 of the U.S.A.
PATRIOT Act, the Trustee and the Collateral Agent are required to obtain,
verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee or the
Collateral Agent. The parties to this Indenture agree that they will provide the
Trustee and the Collateral Agent with such information as they may request in
order for them to satisfy the requirements of the U.S.A. PATRIOT
Act.

     

    Section
13.17        Payments Due on Non-Business
Days.

     

    In any
case where any Interest Payment Date, redemption date or repurchase date or the
Stated Maturity of the Notes shall not be a Business Day, then (notwithstanding
any other provision of this Indenture or of the Notes) payment of interest or
principal (and premium, if any) 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 or redemption date or repurchase date, or at the
Stated Maturity of the Notes, provided that no interest will accrue for the
period from and after such Interest Payment Date, redemption date, repurchase
date or Stated Maturity, as the case may be.

     

    Section
13.18        Consent to
Jurisdiction.

     

    The Company and each Guarantor hereby
irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or New
York State court sitting in New York, New York, in any action or proceeding
arising out of or relating to this Indenture, and the Company and each Guarantor
hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court and irrevocably waives
any objection it may now or hereafter have as to the venue of any such suit,
action or proceeding brought in such a court or that such court is an
inconvenient forum. Nothing herein shall limit the right of the Trustee or
Collateral Agent or of any Holder to bring proceedings against the Company or
any Guarantor in the courts of any other jurisdiction. Any judicial proceeding
by the Company or any Guarantor against the Trustee or Collateral Agent or any
affiliate of the Trustee or Collateral Agent involving, directly or indirectly,
any matter in any way arising out of, related to, or connected with this
Indenture shall be brought only in a court in New York, New
York.


     

    [Signatures on following
page]

    

      
        
           


        

        
          -108-

          
            

          

        

        
           


        

      


      
        
          
            
              
                	 
      	
                        ISSUER

                      
	 
      	 
      
	 
      	
                        STONERIDGE,
      INC.

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/
      George E. Strickler

                      
	 
      	
                        Title:

                      	
                        Executive
      Vice President, Chief

                        Financial
      Officer and Treasurer

                      
	 
      	
                        Name:

                      	
                        George
      E. Strickler

                      
	 
      	 
      	 
      
	 
      	
                        GUARANTORS

                      
	 
      	 
      
	 
      	
                        STONERIDGE
      CONTROL DEVICES, INC.

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/
      George E. Strickler

                      
	 
      	
                        Title:

                      	
                        Vice
      President and Treasurer

                      
	 
      	
                        Name:

                      	
                        George
      E. Strickler

                      
	 
      	 
      	 
      
	 
      	
                        STONERIDGE
      ELECTRONICS, INC.

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/
      George E. Strickler

                      
	 
      	
                        Title:

                      	
                        Vice
      President and Treasurer

                      
	 
      	
                        Name:

                      	
                        George
      E.
Strickler

                      


              

            

          

        

      
 

    
      Indenture

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

    

    


    
      
        	
                THE
      BANK OF NEW YORK MELLON TRUST

                COMPANY,
      N.A., as Trustee

              


      

    

     

    
      
        
          	 	
                  By:

                	
                  /s/
      Yolanda Ash

                
	 	
                  Title:

                	
                  Associate

                
	 	
                  Name:

                	
                  Yolanda
      Ash

                


        

      
 

    
      
        	
                THE
      BANK OF NEW YORK MELLON TRUST

                COMPANY,
      N.A., as Collateral Agent

              


      

    

     

    
      
        
          	 	
                  By:

                	
                  /s/
      Yolanda Ash

                
	 	
                  Title:

                	
                  Associate

                
	 	
                  Name:

                	
                  Yolanda
      Ash

                


        

      

    

    
       

      Indenture

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      APPENDIX
A
 

    

    PROVISIONS
RELATING TO INITIAL NOTES AND

    ADDITIONAL
NOTES

     

    Section
1.1           Definitions.

     

    (a)  Capitalized
Terms.

     

    Capitalized
terms used but not defined in this Appendix A have the meanings given to them in
this Indenture. The following capitalized terms have the following
meanings:

     

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

    


    “Clearstream” means
Clearstream Banking, Société Anonyme, or any successor securities clearing
agency.

     

    “Distribution Compliance
Period”, with respect to any Note, means the period of 40 consecutive
days beginning on and including the later of (a) the day on which such Note
is first offered to persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S, notice
of which day shall be promptly given by the Company to the Trustee, and
(b) the date of issuance with respect to such Note or any predecessor of
such Note.

     

    “Euroclear” means
Euroclear Bank S.A./N.V. or any successor securities clearing
agency.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Rule 904” means Rule
904 promulgated under the Securities Act.

     

    “Transfer Restricted
Note” means any Note bearing the Restricted Notes Legend.

     

    “Unrestricted Global
Note” means any Note in global form that does not bear or is not required
to bear the Restricted Notes Legend.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Other
Definitions.

     

    
      
        
          
            	
                    Term:

                  	
                    Defined in Section:

                  
	 
      	 
      
	
                    “Agent
      Members”

                  	
                    2.1(c)

                  
	
                    “Definitive
      Notes”

                  	
                    2.1(d)

                  
	
                    “Definitive
      Notes Legend”

                  	
                    2.3(e)

                  
	
                    “Global
      Note”

                  	
                    2.1(b)

                  
	
                    “Global
      Notes Legend”

                  	
                    2.3(e)

                  
	
                    “IAI
      Global Note”

                  	
                    2.1(b)

                  
	
                    “OID
      Notes Legend”

                  	
                    2.3(e)

                  
	
                    “Regulation
      S Global Note”

                  	
                    2.1(b)

                  
	
                    “Regulation
      S Notes”

                  	
                    2.1(a)

                  
	
                    “Restricted
      Notes Legend”

                  	
                    2.3(e)

                  
	
                    “Rule
      144A Notes”

                  	
                    2.1(a)

                  
	
                    “Rule
      144A Global Note”

                  	
                    2.1(b)

                  


          

        

      

    

     

    Section
2.1           Form and
Dating

     

    (a)  The
Initial Notes issued on the date hereof shall be (i) offered and sold by the
Company to the Initial Purchasers and (ii) resold, initially only to
(1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and
(2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S (“Regulation S Notes”).
Such Initial Notes may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, as set forth below, IAIs in
accordance with Rule 501.

     

    (b)  Global Notes. Rule
144A Notes shall be issued initially in the form of one or more permanent global
Notes in definitive, fully registered form, numbered from RA-1 upward
(collectively, the “Rule 144A Global
Note”) and Regulation S Notes shall be issued initially in the form
of one or more global Notes, numbered from RS-1 upward (collectively, the “Regulation S Global
Note”), in each case without interest coupons and bearing the Global
Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of
the purchasers of the Notes represented thereby with the Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and authenticated by the Trustee as provided in this
Indenture. One or more global Notes in definitive, fully registered form without
interest coupons and bearing the Global Notes Legend and the Restricted Notes
Legend, numbered from RIAI-1 upward (collectively, the “IAI Global Note”)
shall also be issued on the Issue Date, deposited with the Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and authenticated by the Trustee as provided in this
Indenture to accommodate transfers of beneficial interests in the Notes to IAIs
subsequent to the initial distribution. Beneficial ownership interests in the
Regulation S Global Note shall only be exchangeable for interests in the
Rule 144A Global Note, the IAI Global Note prior to the expiration of the
Distribution Compliance Period. The Rule 144A Global Note, the IAI Global
Note, the Regulation S Global Note and any Unrestricted Global Note are
each referred to herein as a “Global Note” and are
collectively referred to herein as “Global
Notes.”  Each Global Note shall represent such of the
outstanding Notes as shall be specified in the “Schedule of Exchanges of
Interests in the Global Note” attached thereto and each shall provide that it
shall represent up to the aggregate principal amount of Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
applicable, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 of this
Indenture and Section 2.3(c) below.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The
Company shall execute and the Trustee shall, in accordance with this
Section 2.1(c) and Section 2.2 and pursuant to an order of the Company
signed by one Officer of the Company, authenticate and deliver initially one or
more Global Notes that (i) shall be registered in the name of the
Depositary for such Global Note or Global Notes or the nominee of such
Depositary and (ii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instructions or held by the Trustee as
Custodian.

     

    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 by the Trustee as 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 of such Depositary
governing the exercise of the rights of a holder of a beneficial interest in any
Global Note.

     

    (d)  Definitive Notes.
Except as provided in Section 2.3 or 2.4, owners of beneficial interests in
Global Notes shall not be entitled to receive physical delivery of certificated
Notes (“Definitive
Notes”).

     

    Section
2.2           Authentication. The
Trustee shall authenticate and make available for delivery upon a written order
of the Company signed by one Officer of the Company (a) Initial Notes for
original issue on the date hereof in an aggregate principal amount of
$175,000,000, (b) subject to the terms of this Indenture, Additional Notes
and (c) any Unrestricted Global Notes issued in exchange for any of the
foregoing in accordance with this Indenture.  Such order shall specify
the amount of the Notes to be authenticated, the date on which the original
issue of Notes is to be authenticated and whether the Notes are to be Initial
Notes, Additional Notes or other Unrestricted Global Notes.

     

    Section
2.3           Transfer and
Exchange.

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

    (ii) written
instructions directing the Trustee to make, or to direct the Custodian to make,
an adjustment on its books and records with respect to the applicable Global
Note to reflect an increase in the aggregate principal amount of the Notes
represented by such Global Note, such instructions to contain information
regarding the Depositary account to be credited with such increase,

     

    the
Trustee shall cancel such Definitive Note and cause, or direct the Custodian to
cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Custodian, the aggregate principal amount of
Notes represented by such Global Note to be increased by the aggregate principal
amount of the Definitive Note to be exchanged and shall credit or cause to be
credited to the account of the Person specified in such instructions a
beneficial interest in such Global Note equal to the principal amount of the
Definitive Note so canceled.  If no Global Notes are then outstanding
and the applicable Global Note has not been previously exchanged for
certificated securities pursuant to Section 2.4, the Company shall issue
and the Trustee shall authenticate, upon written order of the Company in the
form of an Officer’s Certificate, a new Global Note in the appropriate principal
amount.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)  Transfer and Exchange of
Global Notes.  (i)  The transfer and exchange of
Global Notes or beneficial interests therein shall be effected through the
Depositary, in accordance with this Indenture (including applicable restrictions
on transfer set forth herein, if any) and the procedures of the Depositary
therefor.  A transferor of a beneficial interest in a Global Note
shall deliver a written order given in accordance with the Depositary’s
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Note or
another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Note being transferred.  Transfers
by an owner of a beneficial interest in the Rule 144A Global Note or the IAI
Global Note to a transferee who takes delivery of such interest through the
Regulation S Global Note, whether before or after the expiration of the
Distribution Compliance Period, shall be made only upon receipt by the Trustee
of a certification in the form provided on the reverse side of the Initial Note
from the transferor to the effect that such transfer is being made in accordance
with Regulation S, Rule 144 (if available) under the Securities Act, or another
applicable exemption from registration under the Securities Act and that, if
such transfer is being made prior to the expiration of the Distribution
Compliance Period, the interest transferred shall be held immediately thereafter
through Euroclear or Clearstream.  In the case of a transfer of a
beneficial interest in either the Regulation S Global Note (to the extent
provided in Section 2.3(d)) or the Rule 144A Global Note for an interest in
the IAI Global Note, the transferee must furnish a signed letter substantially
in the form of Exhibit B to the
Trustee.

     

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

     

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

     

    (iv)  Neither
the Trustee nor the Registrar shall have any responsibilities with respect to
the transfer of beneficial interests within one Global Note.

     

    (d)  Restrictions on Transfer of
Regulation S Global Note.  (i) Prior to the expiration of
the Distribution Compliance Period, (1) the Regulation S Global Note shall be a
temporary global security for purposes of Rules 903 and 904 under the Securities
Act, whether or not designated as such on the face of such Note, and (2)
interests in the Regulation S Global Note may only be held through
Euroclear or Clearstream.  During the Distribution Compliance Period,
beneficial ownership interests in the Regulation S Global Note may only be sold,
pledged or transferred through Euroclear or Clearstream in accordance with the
Applicable Procedures and only (1) to the Company, (2) pursuant to an
effective registration statement under the Securities Act, (3) so long as such
Note is eligible for resale pursuant to Rule 144A, to a person whom the
selling holder reasonably believes is a QIB that purchases for its own account
or for the account of a QIB and to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, (4) in an offshore
transaction in accordance with Regulation S, (5) to an IAI purchasing for
its own account, or for the account of an IAI, in a minimum aggregate principal
amount of Notes of $250,000, for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution in violation of the
Securities Act or (6) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 (if applicable) under the Securities
Act or another available exemption, in each case in accordance with any
applicable securities laws of any state of the United States of
America.  Prior to the expiration of the Distribution Compliance
Period, transfers by an owner of a beneficial interest in the Regulation S
Global Note to a transferee who takes delivery of such interest through the Rule
144A Global Note or the IAI Global Note shall be made only in accordance with
the Applicable Procedures and upon receipt by the Trustee of a written
certification from the transferor of the beneficial interest in the form
provided on the reverse side of the Initial Note to the effect that such
transfer is being made to (1) a QIB within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A or (2) an IAI purchasing for
its own account, or for the account of such an IAI, in a minimum aggregate
principal amount of the Notes of $250,000.  Such written certification
shall no longer be required after the expiration of the Distribution Compliance
Period.  In the case of a transfer of a beneficial interest in the
Regulation S Global Note for an interest in the IAI Global Note, the
transferee must furnish a signed letter substantially in the form of Exhibit B to the
Trustee.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

    (iii)  Upon
the expiration of the Distribution Compliance Period, beneficial interests in
the Regulation S Global Note may be exchanged for beneficial interests in a
permanent Regulation S Global Note that is an Unrestricted Global Note upon
certification in the form provided on the reverse side of the Initial Note to
the effect that such beneficial interests are owned either by non-U.S. persons
or by U.S. persons who purchased those interests pursuant to an exemption from,
or in transactions not subject to, the registration requirements of the
Securities Act.  If no such Regulation S Global Note that is an
Unrestricted Global Note is then outstanding, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officer’s Certificate, a new Global Note in the appropriate principal
amount.

     

    (e)  Legends.

     

    (i)  Except
as permitted by this Section 2.3(e), each Note certificate evidencing the
Global Notes and the Definitive Notes (and all Notes issued in exchange therefor
or in substitution thereof) shall bear a legend in substantially the following
form (each defined term in the legend being defined as such for purposes of the
legend only) (“Restricted Notes
Legend”):

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS [IN THE CASE OF
RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S
NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM AGGREGATE PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S
NOTES:  BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT.]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Each
Definitive Note shall bear the following additional legend (“Definitive Notes
Legend”):

     

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

     

    Each
Global Note shall bear the following additional legend (“Global Notes
Legend”):

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    Any
Additional Note issued with original issue discount will also bear the following
additional legend (“OID Notes
Legend”):

     

    THIS NOTE
HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION
1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED) FOR U.S. FEDERAL INCOME
TAX PURPOSES.  UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKE
AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE
PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE
NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.  HOLDERS SHOULD
CONTACT THE CHIEF FINANCIAL OFFICER OF THE ISSUER AT STONERIDGE, INC., 9400 EAST
MARKET STREET, WARREN, OHIO 44484, (FAX:  (330)
856-3618).

     

    (ii) 
Subject to Section 2.3(e)(v), upon any sale or transfer of a Transfer Restricted
Note that is a Definitive Note, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Note for a Definitive Note that does not bear
the legends set forth above and rescind any restriction on the transfer of such
Transfer Restricted Note if the Holder certifies in writing to the Registrar
that its request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse side of the Initial
Note).

     

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

     

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

     

    (v)  Notwithstanding
anything else to the contrary in this Appendix A, the one-year resale
restriction period set forth in the Restricted Notes Legend may be extended, in
the Company’s discretion, in the event of one or more issuances of Additional
Notes pursuant to Section 2.01 of the Indenture.  The Restricted Notes
Legend (including the restrictions on resale specified thereon) may be removed
solely in the Company’s discretion and at the Company’s direction.

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (g)  No Obligation of the
Trustee.

     

    (i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Note, a member of, or a participant in the Depositary or any other Person
with respect to the accuracy of the records of the Depositary or its nominee or
of any participant or member thereof, with respect to any ownership interest in
the Notes or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depositary) of any notice (including any
notice of redemption or repurchase) or the payment of any amount, under or with
respect to such Notes.  All notices and communications to be given to
the Holders and all payments to be made to Holders under the Notes shall be
given or made only to the registered Holders (which shall be the Depositary or
its nominee in the case of a Global Note).  The rights of beneficial
owners in any Global Note shall be exercised only through the Depositary subject
to the applicable rules and procedures of the Depositary.  The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depositary with respect to its members, participants and any beneficial
owners.

     

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

     

    (h)           Automatic Exchange of
Beneficial Interests in a Global Note that is a Transfer Restricted Note for
Beneficial Interests in an Unrestricted Global Note.  Upon the
Company’s satisfaction that the Restricted Notes Legend shall no longer be
required in order to maintain compliance with the Securities Act, beneficial
interests in a Global Note that is a Transfer Restricted Note may be
automatically exchanged into beneficial interests in an Unrestricted Global Note
without any action required by or on behalf of the Holder (the “Automatic Exchange”)
at any time on or after the date that is the 366th calendar day after
(1) with respect to any Note issued on the Issue Date, the later of (x) the
Issue Date and (y) the last date on which the Company or any Affiliate of the
Company was the owner of such Note or (2) with respect to any Additional
Note, if any, the later of (x) the issue date of such Additional Note and (y)
the last date on which the Company or any Affiliate of the Company was the owner
of such Note, or, in each case, if such day is not a Business Day, on the next
succeeding Business Day (the “Automatic Exchange
Date”). Upon the Company’s satisfaction that the Restricted Notes Legend
shall no longer be required in order to maintain compliance with the Securities
Act, the Company may (A) provide written notice to the Trustee at least 10
calendar days prior to the Automatic Exchange, instructing the Trustee to direct
the Depositary to exchange all of the outstanding beneficial interests in a
particular Global Note that is a Transfer Restricted Note to the Unrestricted
Global Note, which the Company shall have previously otherwise made eligible for
exchange with DTC, (B) provide prior written notice (the “Automatic Exchange
Notice”) to each Holder at such Holder’s address appearing in the Note
Register at least 10 calendar days prior to the Automatic Exchange (the “Automatic Exchange Notice
Date”), which notice must include (I) the Automatic Exchange Date,
(II) the section of the Indenture pursuant to which the Automatic Exchange
shall occur, (III) the “CUSIP” number of the Global Note that is a Transfer
Restricted Note from which such Holder’s beneficial interests will be
transferred and (IV) the “CUSIP” number of the Unrestricted Global Note
into which such Holder’s beneficial interests will be transferred, and
(C) on or prior to the date of the Automatic Exchange, deliver to the
Trustee for authentication one or more Unrestricted Global Notes, duly executed
by the Company, in an aggregate principal amount equal to the aggregate
principal amount of Global Notes that are Transfer Restricted Notes to be
exchanged.  At the Company’s request on no less than 5 calendar days’
notice, the Trustee shall deliver, in the Company’s name and at its expense, the
Automatic Exchange Notice (which shall be prepared by the Company) to each
Holder at such Holder’s address appearing in the Note
Register.  Notwithstanding anything to the contrary in this Section
2.3, during the 10-day period between the Automatic Exchange Notice Date and the
Automatic Exchange Date, no transfers or exchanges other than pursuant to this
Section 2.3(h) shall be permitted without the prior written consent of the
Company.  As a condition to any Automatic Exchange, the Company shall
provide, and the Trustee shall be entitled to rely upon, an Officer’s
Certificate and an Opinion of Counsel in form reasonably acceptable to the
Trustee to the effect that the Automatic Exchange shall be effected in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Restricted Notes Legend shall no longer be required
in order to maintain compliance with the Securities Act and that the aggregate
principal amount of the particular Global Note that is a Transfer Restricted
Note is to be transferred to the particular Unrestricted Global Note by
adjustment made on the records of the Trustee, as custodian for the Depositary
to reflect the Automatic Exchange.  The Company may request from
Holders such information it reasonably determines is required in order to be
able to deliver such Officer’s Certificate.  Upon such exchange of
beneficial interests pursuant to this Section 2.3(h), the aggregate principal
amount of the Global Notes shall be increased or decreased by adjustments made
on the records of the Trustee, as custodian for the Depositary, to reflect the
relevant increase or decrease in the principal amount of such Global Note
resulting from the applicable exchange.  The Global Note that is a
Transfer Restricted Note from which beneficial interests are transferred
pursuant to an Automatic Exchange shall be canceled following the Automatic
Exchange.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Section
      2.4

              	
                Definitive
      Notes.

              


      

    

     

    (a)  A
Global Note deposited with the Depositary or with the Trustee as Custodian
pursuant to Section 2.1 shall be transferred to the beneficial owners
thereof in the form of Definitive Notes in an aggregate principal amount equal
to the principal amount of such Global Note, in exchange for such Global Note,
only if such transfer complies with Section 2.3 and (i) the Depositary
notifies the Company that it is unwilling or unable to continue as a Depositary
for such Global Note or if at any time the Depositary ceases to be a “clearing
agency” registered under the Exchange Act and, in each case, a successor
depositary is not appointed by the Company within 90 days of such notice or
after the Company becomes aware of such cessation, or (ii) an Event of
Default has occurred and is continuing or (iii) the Company, in its sole
discretion and subject to the procedures of the Depositary, notifies the Trustee
in writing that it elects to cause the issuance of certificated Notes under this
Indenture.  In addition, any Affiliate of the Company or any Guarantor
that is a beneficial owner of all or part of a Global Note may have such
Affiliate’s beneficial interest transferred to such Affiliate in the form of a
Definitive Note, by providing a written request to the Company and the Trustee
and such Opinions of Counsel, certificates or other information as may be
required by this Indenture or the Company or Trustee.

     

    (b)  Any
Global Note that is transferable to the beneficial owners thereof pursuant to
this Section 2.4 shall be surrendered by the Depositary to the Trustee, to
be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion
of such Global Note, an equal aggregate principal amount of Definitive Notes of
authorized denominations.  Any portion of a Global Note transferred
pursuant to this Section shall be executed, authenticated and delivered only in
denominations of $2,000 and integral multiples of $1,000 in excess thereof and
registered in such names as the Depositary shall direct.  Any
certificated Initial Note or Additional Note in the form of a Definitive Note
delivered in exchange for an interest in the Global Note shall, except as
otherwise provided by Section 2.3(e), bear the Restricted Notes
Legend.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c)  Subject
to the provisions of Section 2.4(b), 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.

     

    (d)  In
the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in fully
registered form without interest coupons.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
A

    [FORM OF
FACE OF NOTE]

     

    [INSERT IN TRANSFER RESTRICTED
NOTE:  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF
AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
NOTES: ONE YEAR] [IN
THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN
A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S
NOTES:  BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT.]]

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    [IF APPLICABLE FOR ANY ADDITIONAL
NOTE: THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN
THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED)
FOR U.S. FEDERAL INCOME TAX PURPOSES.  UPON WRITTEN REQUEST, THE
ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING
INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE
NOTE.  HOLDERS SHOULD CONTACT THE CHIEF FINANCIAL OFFICER OF THE
ISSUER AT STONERIDGE, INC., 9400 EAST MARKET STREET, WARREN, OHIO 44484,
(FAX:  (330) 856-3618).]

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    CUSIP
[                     ]

    ISIN
[                     ]1

    


    [RULE
144A][REGULATION S][IAI][GLOBAL] NOTE

    


    9.5%
Senior Secured Notes due 2017


     

    
      
        
          	
                  No.
      R[A][S][IAI]

                	
                  [Up
      to] [$______________]

                


        

      

    

     

    STONERIDGE,
INC.


    


    promises
to pay to [CEDE & CO.]2 or
registered assigns [$_____ (_____ Dollars)]3 [the
principal sum set forth on the Schedule of Exchanges of Interests in the Global
Note attached hereto]2 on
October 15, 2017.

     

    Interest
Payment Dates:  April 15 and October 15

     

    Record
Dates:  April 1 and October 1


     

    Reference
is made to further provisions of this Note set forth on the reverse side hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.

     

    
      
        
          	
                  1

                	
                  Rule
      144A Note CUSIP:  86183P
AE2

                


        

      

    

    
      Rule 144A
Note ISIN:  US86183PAE25

    

    
      Regulation
S Note CUSIP:  U8598Y AC7

    

    
      Regulation
S Note ISIN:  USU8598YAC76

    

    
      IAI Note
CUSIP: 86183P AF9

    

    
      IAI Note
ISIN: US86183PAF99

    

     

    
      
        
          	
                  2

                	
                  Insert
      in Global Notes

                


        

      

    

     

    
      
        
          	
                  3

                	
                  Insert
      in Definitive Notes

                


        

      

    

     

    
      

    

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    IN
WITNESS HEREOF, the Company has caused this instrument to be duly
executed.

     

    Dated:

     

    
      
        	
                STONERIDGE,
      INC.

              
	
                By

              
	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    CERTIFICATE
OF AUTHENTICATION

     

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


     

    
      
        
          	
                  THE
      BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as
  Trustee

                
	
                  By

                
	
                  By:

                	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    Dated:


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    Reverse
Side of Note


     

    9.5%
Senior Secured Notes due 2017

     

    Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.

     

    1.           INTEREST.  Stoneridge,
Inc., an Ohio corporation (the “Company”), promises to pay interest on the
principal amount of this Note at 9.5% per annum from and including October 4,
2010 until maturity.  The Company shall pay interest semi-annually in
arrears on April 15 and October 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (except to the extent provided
in Section 13.17 of the Indenture) (each, an “Interest Payment
Date”).  Interest on the Notes shall accrue from the most recent date
to which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from and including the date of original issuance;
provided that the first
Interest Payment Date shall be April 15, 2011.  The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the interest rate on the Notes plus 2.0% per annum; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the interest rate on
the Notes plus 2.0% per annum.  Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

     

    2.           METHOD
OF PAYMENT.  The Company shall pay interest on the Notes to the
Persons who are registered holders of Notes at the close of business on April 1
or October 1 (whether or not a Business Day), as the case may be, next preceding
the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest.  Principal
of, premium, if any, and interest on the Notes shall be payable at the office or
agency of the Company maintained for such purpose or, at the option of the
Company, payment of interest may be made by check mailed to the Holders at their
respective addresses set forth in the Note Register; provided that payment by wire
transfer of immediately available funds shall be required with respect to
principal of and interest, premium on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company
or the Paying Agent at least ten days prior to the applicable payment
date.  Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

     

    3.           PAYING
AGENT AND REGISTRAR.  Initially, The Bank of New York Mellon Trust
Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar
without notice to the Holders.  The Company or any of its Subsidiaries
may act in any such capacity.

     

    4.           INDENTURE.  The
Company issued the Notes under an Indenture, dated as of October 4, 2010 (the
“Indenture”), among Stoneridge, Inc., the Guarantors named therein, the Trustee
and the Collateral Agent.  This Note is one of a duly authorized issue
of Notes of the Company designated as its 9.5% Senior Secured Notes due
2017.  The Company shall be entitled to issue Additional Notes
pursuant to Section 2.01, subject to compliance with Section 4.09 and
Section 4.12 of the Indenture.  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 of 1939, as amended (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 such
terms.  To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.  Capitalized terms used herein without
definition have the meanings ascribed to such terms in the
Indenture.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    5.           REDEMPTION
AND REPURCHASE.  The Notes are subject to optional redemption, and may
be the subject of an Offer to Purchase, as further described in the
Indenture.  The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.

     

    6.           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents, and Holders shall be required to pay any taxes and fees
required by law or permitted by the Indenture.  The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.

     

    7.           PERSONS
DEEMED OWNERS.  The registered Holder of a Note may be treated as its
owner for all purposes.

     

    8.           AMENDMENT,
SUPPLEMENT AND WAIVER.  The Indenture, the Guarantees, the Notes, the
Collateral Documents and the Intercreditor Agreement may be amended or
supplemented as provided in the Indenture.

     

    9.           DEFAULTS
AND REMEDIES.  The Events of Default relating to the Notes are defined
in Section 6.01 of the Indenture.  Upon the occurrence of an Event of
Default, the rights and obligations of the Company, the Guarantors, the Trustee
and the Holders shall be as set forth in the applicable provisions of the
Indenture.

     

    10.           AUTHENTICATION.  This
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose until authenticated by the manual signature of the
Trustee.

     

    11.           GUARANTEES
AND SECURITY.  Pursuant to the Indenture, the Guarantors have jointly
and severally guaranteed payment of principal of, premium (if any) and interest
on the Notes.  The Notes and the Guarantees shall be secured by
first-priority Liens and security interests, subject to Permitted Liens, in the
Collateral on the terms and conditions set forth in the Indenture, the
Collateral Documents and the Intercreditor Agreement. The Collateral Agent holds
the Collateral in trust for the benefit of the Trustee and the Holders, in each
case pursuant to the Collateral Documents and the Intercreditor
Agreement.

     

    12.           GOVERNING
LAW.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

     

    13.           CUSIP
AND ISIN NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP
and ISIN numbers in notices of redemption as a convenience to
Holders.  No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    14.           NO
PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, PARTNERS AND
STOCKHOLDERS.  No director, Officer, employee, incorporator,
stockholder or controlling Person of the Company or any of the Guarantors or any
of their parent companies, as such, shall have any liability for any obligations
of the Company or the Guarantors under this Note, the Indenture, the Guarantees,
the Collateral Documents, the Intercreditor Agreement or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases all such liability.  The
waiver and release are part of the consideration for issuance of the Notes. The
waiver may not be effective to waive liabilities under the federal securities
law.

     

    The
Company shall furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to the Company at the
following address:

     

    Stoneridge,
Inc.

    9400 East
Market Street

    Warren,
Ohio 44484

     

    Fax:  (330)
856-3618

    Attention:  George
E. Strickler

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
FORM

    To assign
this Note, fill in the form below:

     

    (I) or
(we) assign and transfer this Note to:                                                                                                                              

                                                                                                                    
(Insert assignee’s legal name)

    _____________________________________________________________________________________________________________________

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

    _____________________________________________________________________________________________________________________

    _____________________________________________________________________________________________________________________

    _____________________________________________________________________________________________________________________

    _____________________________________________________________________________________________________________________

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

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

     

    Date:  _____________________

     

    
      
        
          
            
              	
                      Your
      Signature:

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

                    


            

          

        

      

    

     

    Signature
Guarantee*:  __________________________________

     

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

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR

    REGISTRATION
OF TRANSFER RESTRICTED NOTES

     

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

     

    The
undersigned (check one box below):

     

    
      	
              o

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

            


    

     

    
      	
              o

            	
              has
      requested the Trustee by written order to exchange or register the
      transfer of a Note or Notes.

            


    

     

    In
connection with any transfer of any of the Notes evidenced by this certificate
occurring prior to the expiration of the applicable holding period referred to
in Rule 144 under the Securities Act, the undersigned confirms that
such Notes are being transferred in accordance with their terms:

     

    CHECK ONE
BOX BELOW

     

    
      
        	
              	
                (1)         
      o

              	
                to
      the Company or subsidiary thereof;
or

              


      

    

     

    
      	
               
      

            	
              (2)         
      o

            	
              to
      the Registrar for registration in the name of the Holder, without
      transfer; or

            


    

     

    
      	
               
      

            	
              (3)         
      o

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

            


    

     

    
      	
               
      

            	
              (4)         
      o

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

            


    

     

    
      	
               
      

            	
              (5)         
      o

            	
              outside
      the United States of America in an offshore transaction within the meaning
      of Regulation S under the Securities Act of 1933 in compliance with
      Rule 904 under the Securities Act of 1933 (and if the transfer is
      being made prior to the expiration of the Distribution Compliance Period,
      the Notes shall be held immediately thereafter through Euroclear or
      Clearstream); or

            


    

     

    
      	
               
      

            	
              (6)         
      o

            	
              in
      a minimum aggregate principal amount of $250,000 to an institutional
      “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under
      the Securities Act of 1933), or for the account of such an institutional
      “accredited investor” that has furnished to the Trustee a signed letter
      containing certain representations and agreements;
  or

            


    

     

    
      	
               
      

            	
              (7)         
      o

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

            


    

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    Unless
one of the boxes is checked, the Trustee will refuse to register any of the
Notes evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided, however, that if
box (4), (5), (6) or (7) is checked, the Company or the Trustee may
require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933.

     

    
      
        
          
            
              	 	______________________________ 
	 
      	
                      Your
      Signature

                    
	 
      	 
      
	
                      Signature
      Guarantee: 

                    	 
      
	 	 
	
                      Date:
      ___________________

                    	     
         __________________________________________________ 
      
	
                      Signature
      must be guaranteed

                      by
      a participant in a

                      recognized
      signature guaranty

                      medallion
      program or other

                      signature
      guarantor acceptable

                      to
      the Trustee

                    	
                      Signature
      of Signature

                      Guarantor

                    


            

          

        

      

    

     

    TO BE
COMPLETED BY PURCHASER IF (4) 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.

     

    
      
        
          	
                  Dated:
      ___________________

                	_______________________________________________________ 
      
	 
      	
                  NOTICE:  To
      be executed by an executive
officer

                


        

      

    

     

    TO BE
COMPLETED IF THE HOLDER REQUESTS AN EXCHANGE PURSUANT TO SECTION 2.3(d)(iii) OF
APPENDIX A TO THE INDENTURE

     

    The
undersigned represents and warrants that either:

     

    
      	
               
      

            	
              o

            	
              the
      undersigned is a non-U.S. person (within the meaning of Regulation S under
      the Securities Act of 1933); or

            


    

     

    
      	
               
      

            	
              o

            	
              the
      undersigned is a U.S. person (within the meaning of Regulation S under the
      Securities Act of 1933) who purchased interests in the Notes pursuant to
      an exemption from, or in a transaction not subject to the registration
      requirements under the Securities
Act.

            


    

     

    
      	
              Dated:________________

            	________________________________________________ 
      


    

    


    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or Section 4.14 of the Indenture, check the appropriate box
below:

     

     ̈
Section
4.10              ̈
Section 4.14

     

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

     

    
      
        
          
            	 
      	
                    $_______________

                  	 	
                    (integral
      multiples of $1,000, provided that the unpurchased portion must be in a
      minimum principal amount of
$2,000)

                  


          

        

      

    

    


    Date: _____________________

     

    
      
        
          
            	
                    Your Signature:  

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

                  


          

        

      

    

    
      
        
          	
                  Tax Identification No.:  

                	 
      


        

      

    

     

    
      
        
          	
                  Signature Guarantee*:  

                	
                   

                


        

      

    

     

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

    


    
      
        
           


        

        
          A-12

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     

    The
initial outstanding principal amount of this Global Note is
$__________.  The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges of
a part of another Global or Definitive Note for an interest in this Global Note,
have been made:

     

    
      
        	
                
                  Date of

                  Exchange

                

              	 	
                
                  Amount of

                  Decrease

                  in Principal

                  Amount

                

              	 	
                
                  Amount of Increase

                  in Principal

                  Amount of this

                  Global Note

                

              	 	
                
                  Principal Amount

                  of

                  this Global Note

                  following such

                  Decrease or

                  Increase

                

              	 	
                
                  Signature of

                  Authorized

                  Signatory  of

                  Trustee or

                  Custodian

                

              
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


      

    

    


    
      
        

      

    

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

    


    
      
        
           


        

        
          A-13

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
B

     

    FORM
OF

    TRANSFEREE
LETTER OF REPRESENTATION

     

    Stoneridge,
Inc.

    9400 East
Market Street

    Warren,
Ohio 44484

    Fax No.:
(330) 856-3618

    Attention:  George
E. Strickler


    


    The Bank
of New York Mellon Trust Company, N.A.

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois  60602

    Fax
No.:  (312) 827-8542

    Email:  Yolanda.Ash@bnymellon.com

    Attention:  Corporate
Trust Administration

    Ladies
and Gentlemen:

     

    This
certificate is delivered to request a transfer of
$[       ] aggregate principal amount of the
9.5% Senior Secured Notes due 2017 (the “Notes”) of
Stoneridge, Inc. (the “Company”).

     

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

     

    Name:________________________

     

    Address:______________________

     

    Taxpayer
ID Number:____________

     

    The
undersigned represents and warrants to you that:

     

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

    


    
      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      

    

    


    2.  We
understand that the Notes have not been registered under the Securities Act and,
unless so registered, may not be sold except as permitted in the following
sentence.  We agree on our own behalf and on behalf of any investor
account for which we are purchasing Notes to offer, sell or otherwise transfer
such Notes prior to the date that is one year after the later of the date of
original issue and the last date on which the Company or any affiliate of the
Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only (a) to the Company, (b) pursuant to a
registration statement that has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A
under the Securities Act (“Rule 144A”), to
a person we reasonably believe is a qualified institutional buyer under
Rule 144A (a “QIB”) that is
purchasing for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States of
America within the meaning of Regulation S under the Securities Act, (e) to
an institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is purchasing for its own account
or for the account of such an institutional “accredited investor,” in each case
in a minimum aggregate principal amount of Notes of $250,000, for investment
purposes and not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act or (f) pursuant to any
other available exemption from the registration requirements of the Securities
Act, subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws.  The foregoing restrictions on
resale will not apply subsequent to the Resale Restriction Termination
Date.  If any resale or other transfer of the Notes is proposed to be
made pursuant to clause (e) above prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee, which
shall provide, among other things, that the transferee is an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act and that it is acquiring such Notes for investment
purposes and not for distribution in violation of the Securities
Act.  Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes pursuant to clause (c), (d), (e)
or (f) above to require the delivery of an opinion of counsel,
certifications or other information satisfactory to the Company and the
Trustee.

     

    TRANSFEREE:_________________,

     

    by:___________________________

    


    
      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
C

       

      FORM OF
SUPPLEMENTAL INDENTURE

    

    TO BE
DELIVERED BY SUBSEQUENT GUARANTORS

     

    Supplemental
Indenture (this “Supplemental
Indenture”), dated as of [__________] [__], 20[__], among
__________________ (the “Guaranteeing
Subsidiary”), a subsidiary of Stoneridge, Inc., an Ohio corporation (the
“Company”), the
Guarantors (as defined in the Indenture referred to below) and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “Trustee”).

     

    WITNESSETH

     

    WHEREAS,
each of the Company and the Guarantors has heretofore executed and delivered to
the Trustee an indenture (the “Indenture”), dated as
of October 4, 2010, providing for the issuance of an unlimited aggregate
principal amount of 9.5% Senior Secured Notes due 2017 (the “Notes”);

     

    WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s Obligations under the Notes and the Indenture on the terms
and conditions set forth herein and under the Indenture (the “Guarantee”);

     

    WHEREAS,
all things necessary have been done to make this Supplemental Indenture, when
executed and delivered by the Company and the new Guaranteeing Subsidiary, the
legal, valid and binding agreement of the Company and the new Guaranteeing
Subsidiary; and

     

    WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.

     

    NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually
covenant and agree for the equal and ratable benefit of the Holders as
follows:

     

    1.           Capitalized
Terms.  Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

     

    2.           Guarantor.  The
Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and
to be bound by the terms of the Indenture applicable to Guarantors, including
Article 11 thereof.

     

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

     

    4.           Waiver of Jury
Trial.  EACH OF THE GUARANTEEING SUBSIDIARY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     

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

    


    
      
        
           


        

        
          C-1

          
            

          

        

        
           


        

      

    

    


    6.           Headings.  The
headings of the Sections of this Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part of this
Supplemental Indenture and shall in no way modify or restrict any of the terms
or provisions hereof.

    


    
      
        
           


        

        
          C-2

          
            

          

        

        
           


        

      

    

    


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

    


    
      
        
          	
                  [NAME
      OF GUARANTEEING SUBSIDIARY]

                
	
                  By

                
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      
        	
                STONERIDGE,
      INC.

              
	
                By

              
	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
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                [GUARANTORS

              
	
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                THE
      BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as
  Trustee

              
	
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                Title: