exv4w1






Exhibit 4.1




EXECUTION VERSION




 
 





INDENTURE




Dated as of March 12, 2010




Among




ZAYO GROUP, LLC,




ZAYO CAPITAL, INC.,




THE GUARANTORS PARTY HERETO




and







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




as Trustee




10.25% SENIOR SECURED FIRST-PRIORITY 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)	 	15.03
	 
	 	(c)	 	15.03
	313
	(a)	 	7.06
	 
	 	(b)(1)	 	N.A.
	 
	 	(b)(2)	 	7.06; 7.07
	 
	 	(c)	 	7.06; 15.02
	 
	 	(d)	 	7.06
	314
	(a)	 	15.02; 15.05
	 
	 	(b)	 	11.05
	 
	 	(c)(1)	 	15.04
	 
	 	(c)(2)	 	15.04
	 
	 	(c)(3)	 	N.A.
	 
	 	(d)	 	11.05
	 
	 	(e)	 	15.05
	 
	 	(f)	 	N.A.
	315
	(a)	 	7.01
	 
	 	(b)	 	7.05; 15.02
	 
	 	(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)	 	15.01
	 
	 	(b)	 	N.A.
	 
	 	(c)	 	15.01








 




			
	N.A.	 	means not applicable.
	 
	*	 	This Cross-Reference Table is not part of the Indenture.




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	
ARTICLE 1
	 
	 	 	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	 	 	 	 	 	 
	Section 1.01
	 	Definitions	 	 	1	 
	Section 1.02
	 	Other Definitions	 	 	27	 
	Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	 	 	28	 
	Section 1.04
	 	Rules of Construction	 	 	28	 
	Section 1.05
	 	Acts of Holders	 	 	29	 
	 
	 	 	 	 	 	 
	
ARTICLE 2
	 
	 	 	 	 	 	 
	THE NOTES
	 
	 	 	 	 	 	 
	Section 2.01
	 	Form and Dating; Terms	 	 	30	 
	Section 2.02
	 	Execution and Authentication	 	 	31	 
	Section 2.03
	 	Registrar and Paying Agent	 	 	32	 
	Section 2.04
	 	Paying Agent to Hold Money in Trust	 	 	32	 
	Section 2.05
	 	Holder Lists	 	 	32	 
	Section 2.06
	 	Transfer and Exchange	 	 	33	 
	Section 2.07
	 	Replacement Notes	 	 	45	 
	Section 2.08
	 	Outstanding Notes	 	 	45	 
	Section 2.09
	 	Treasury Notes	 	 	45	 
	Section 2.10
	 	Temporary Notes	 	 	46	 
	Section 2.11
	 	Cancellation	 	 	46	 
	Section 2.12
	 	Defaulted Interest	 	 	46	 
	Section 2.13
	 	CUSIP and ISIN Numbers	 	 	47	 
	
ARTICLE 3
	 
	 	 	 	 	 	 
	REDEMPTION
	 
	 	 	 	 	 	 
	Section 3.01
	 	Notices to Trustee	 	 	47	 
	Section 3.02
	 	Selection of Notes to Be Redeemed or Purchased	 	 	47	 
	Section 3.03
	 	Notice of Redemption	 	 	47	 
	Section 3.04
	 	Effect of Notice of Redemption	 	 	48	 
	Section 3.05
	 	Deposit of Redemption or Purchase Price	 	 	49	 
	Section 3.06
	 	Notes Redeemed or Purchased in Part	 	 	49	 
	Section 3.07
	 	Optional Redemption	 	 	49	 
	Section 3.08
	 	Mandatory Redemption	 	 	50	 
	
ARTICLE 4
	 
	 	 	 	 	 	 
	COVENANTS
	 
	 	 	 	 	 	 
	Section 4.01
	 	Payment of Principal, Premium and Interest	 	 	50	 






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	 	 	 	 	Page	 
	Section 4.02
	 	Corporate Existence	 	 	50	 
	Section 4.03
	 	Limitation on Indebtedness	 	 	50	 
	Section 4.04
	 	Limitation on Restricted Payments	 	 	53	 
	Section 4.05
	 	Limitation on Transactions with Affiliates	 	 	56	 
	Section 4.06
	 	Limitation on Liens	 	 	57	 
	Section 4.07
	 	Limitation on Sale of Assets	 	 	57	 
	Section 4.08
	 	Future Subsidiary Note Guarantees	 	 	59	 
	Section 4.09
	 	Purchase of Notes upon a Change of Control	 	 	59	 
	Section 4.10
	 	Limitation on Sale and Leaseback Transactions	 	 	59	 
	Section 4.11
	 	Limitation on Dividend and Other Payment Restrictions Affecting	 	 	 	 
	 
	 	Restricted Subsidiaries	 	 	60	 
	Section 4.12
	 	Designation of Restricted and Unrestricted Subsidiaries	 	 	61	 
	Section 4.13
	 	Business Activities	 	 	62	 
	Section 4.14
	 	Payments for Consent	 	 	63	 
	Section 4.15
	 	Provision of Financial Information	 	 	63	 
	Section 4.16
	 	Statement by Officers as to Default	 	 	64	 
	Section 4.17
	 	Maintenance of Insurance	 	 	64	 
	Section 4.18
	 	Maintenance of Properties	 	 	65	 
	 
	 	 	 	 	 	 
	
ARTICLE 5
	 
	 	 	 	 	 	 
	SUCCESSORS
	 
	 	 	 	 	 	 
	Section 5.01
	 	Consolidation, Merger or Sale of Assets	 	 	65	 
	Section 5.02
	 	Successor Substituted	 	 	67	 
	 
	 	 	 	 	 	 
	
ARTICLE 6
	 
	 	 	 	 	 	 
	DEFAULTS AND REMEDIES
	 
	 	 	 	 	 	 
	Section 6.01
	 	Events of Default	 	 	68	 
	Section 6.02
	 	Acceleration	 	 	70	 
	Section 6.03
	 	Other Remedies	 	 	70	 
	Section 6.04
	 	Waiver of Past Defaults	 	 	70	 
	Section 6.05
	 	Control by Majority	 	 	71	 
	Section 6.06
	 	Limitation on Suits	 	 	71	 
	Section 6.07
	 	Rights of Holders of Notes to Receive Payment	 	 	71	 
	Section 6.08
	 	Collection Suit by Trustee	 	 	71	 
	Section 6.09
	 	Restoration of Rights and Remedies	 	 	71	 
	Section 6.10
	 	Rights and Remedies Cumulative	 	 	72	 
	Section 6.11
	 	Delay or Omission Not Waiver	 	 	72	 
	Section 6.12
	 	Trustee May File Proofs of Claim	 	 	72	 
	Section 6.13
	 	Priorities	 	 	73	 
	Section 6.14
	 	Undertaking for Costs	 	 	73	 
	 
	 	 	 	 	 	 
	
ARTICLE 7
	 
	 	 	 	 	 	 
	TRUSTEE
	 
	 	 	 	 	 	 
	Section 7.01
	 	Duties of Trustee	 	 	73	 
	Section 7.02
	 	Rights of Trustee	 	 	74	 






-ii- 









 







	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 7.03
	 	Individual Rights of Trustee	 	 	76	 
	Section 7.04
	 	Trustee’s Disclaimer	 	 	76	 
	Section 7.05
	 	Notice of Defaults	 	 	76	 
	Section 7.06
	 	Reports by Trustee to Holders of the Notes	 	 	76	 
	Section 7.07
	 	Compensation and Indemnity	 	 	77	 
	Section 7.08
	 	Replacement of Trustee	 	 	77	 
	Section 7.09
	 	Successor Trustee by Merger, Etc.	 	 	78	 
	Section 7.10
	 	Eligibility; Disqualification	 	 	78	 
	Section 7.11
	 	Preferential Collection of Claims Against Issuers	 	 	79	 
	 
	 	 	 	 	 	 
	
ARTICLE 8
	 
	 	 	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	 	 	 	 	 	 
	Section 8.01
	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	 	79	 
	Section 8.02
	 	Legal Defeasance and Discharge	 	 	79	 
	Section 8.03
	 	Covenant Defeasance	 	 	80	 
	Section 8.04
	 	Conditions to Legal or Covenant Defeasance	 	 	80	 
	Section 8.05
	 	Deposited Money and Government
Securities to Be Held in Trust; Other Miscellaneous Provisions	 	 	81	 
	Section 8.06
	 	Repayment to Issuers	 	 	82	 
	Section 8.07
	 	Reinstatement	 	 	82	 
	 
	 	 	 	 	 	 
	
ARTICLE 9
	 
	 	 	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 
	 	 	 	 	 	 
	Section 9.01
	 	Without Consent of Holders of Notes	 	 	82	 
	Section 9.02
	 	With Consent of Holders of Notes	 	 	83	 
	Section 9.03
	 	Compliance with Trust Indenture Act.	 	 	85	 
	Section 9.04
	 	Effect of Consents	 	 	85	 
	Section 9.05
	 	Notation on or Exchange of Notes	 	 	85	 
	Section 9.06
	 	Trustee to Sign Amendments, Etc.	 	 	85	 
	 
	 	 	 	 	 	 
	
ARTICLE 10
	 
	 	 	 	 	 	 
	RANKING OF LIENS ON THE COLLATERAL
	 
	 	 	 	 	 	 
	Section 10.01
	 	Intercreditor Agreement	 	 	86	 
	Section 10.02
	 	Relative Rights	 	 	86	 
	 
	 	 	 	 	 	 
	
ARTICLE 11
	 
	 	 	 	 	 	 
	COLLATERAL
	 
	 	 	 	 	 	 
	Section 11.01
	 	Security Documents	 	 	86	 
	Section 11.02
	 	Collateral Agent and Trustee	 	 	87	 
	Section 11.03
	 	Authorization of Actions to Be Taken	 	 	87	 
	Section 11.04
	 	Release of Collateral	 	 	89	 
	Section 11.05
	 	Filing, Recording and Opinions	 	 	89	 
	Section 11.06
	 	Powers Exercisable by Receiver or Trustee	 	 	89	 






-iii- 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 11.07
	 	Voting	 	 	90	 
	Section 11.08
	 	Blocked Account Agreements	 	 	90	 
	Section 11.09
	 	After-Acquired Property	 	 	90	 
	Section 11.10
	 	Release upon Termination of the
Issuer’s Obligations	 	 	91	 
	Section 11.11
	 	Collateral Agent as Third Party Beneficiary	 	 	91	 
	 
	 	 	 	 	 	 
	
ARTICLE 12
	 
	 	 	 	 	 	 
	LOAN AND NOTES COLLATERAL ACCOUNT
	 
	 	 	 	 	 	 
	Section 12.01
	 	Loan and Notes Collateral Account	 	 	91	 
	
ARTICLE 13
	 
	 	 	 	 	 	 
	GUARANTEES
	 
	 	 	 	 	 	 
	Section 13.01
	 	Guarantee	 	 	91	 
	Section 13.02
	 	Limitation on Guarantor Liability	 	 	93	 
	Section 13.03
	 	Execution and Delivery	 	 	93	 
	Section 13.04
	 	Subrogation	 	 	94	 
	Section 13.05
	 	Benefits Acknowledged	 	 	94	 
	Section 13.06
	 	Release of Guarantees	 	 	94	 
	 
	 	 	 	 	 	 
	
ARTICLE 14
	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE
	 
	 	 	 	 	 	 
	Section 14.01
	 	Satisfaction and Discharge	 	 	94	 
	Section 14.02
	 	Application of Trust Money	 	 	95	 
	
ARTICLE 15
	 
	 	 	 	 	 	 
	MISCELLANEOUS
	 
	 	 	 	 	 	 
	Section 15.01
	 	Trust Indenture Act Controls	 	 	96	 
	Section 15.02
	 	Notices	 	 	96	 
	Section 15.03
	 	Communication by Holders of Notes with Other Holders of Notes	 	 	97	 
	Section 15.04
	 	Certificate and Opinion as to Conditions Precedent	 	 	97	 
	Section 15.05
	 	Statements Required in Certificate or Opinion	 	 	97	 
	Section 15.06
	 	Rules by Trustee and Agents	 	 	98	 
	Section 15.07
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	 	98	 
	Section 15.08
	 	Governing Law; Waiver of Jury Trial	 	 	98	 
	Section 15.09
	 	Force Majeure	 	 	98	 
	Section 15.10
	 	Successors	 	 	98	 
	Section 15.11
	 	Severability	 	 	99	 
	Section 15.12
	 	Counterpart Originals	 	 	99	 
	Section 15.13
	 	Table of Contents, Headings, Etc.	 	 	99	 
	Section 15.14
	 	Qualification of Indenture	 	 	99	 
	Section 15.15
	 	USA Patriot Act.	 	 	99	 






-iv- 









 






	 	 	 	 	 	 	 
	 	 	 	 		 
	SCHEDULES
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule I
	 	Guarantors	 	 	 	 
	Schedule 11.08
	 	Bank and Investment Accounts	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBITS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A
	 	Form of Note	 	 	 	 
	Exhibit B
	 	Form of Certificate of Transfer	 	 	 	 
	Exhibit C
	 	Form of Certificate of Exchange	 	 	 	 
	Exhibit D
	 	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors	 	 	 	 







-v- 











 





          INDENTURE, dated as of March 12, 2010, among Zayo Group, LLC, a Delaware limited
liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the
“Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as
defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company,
N.A., a national banking association duly organized and existing under the laws of the United
States of America, as Trustee.




W I T N E S S E T H




          WHEREAS, the Issuers have duly authorized the creation of an issue of $250,000,000 aggregate
principal amount of 10.25% Senior Secured First-Priority Notes due 2017 (the “Initial
Notes”);



          WHEREAS, the Issuers and the Guarantors have duly authorized the execution and delivery of this Indenture;



          WHEREAS, all things necessary (i) to make the Initial Notes, when executed by the Issuers and authenticated and delivered hereunder and duly issued by the Issuers,
the valid obligations of the Issuers, and (ii) to make this Indenture a valid agreement of the
Issuers, all in accordance with their respective terms, have been done; and



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




ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01 Definitions.




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




          “Additional Interest” means all registration additional interest owing on the Notes
pursuant to the Registration Rights Agreement.




          “Additional Notes” means additional Notes (other than the Initial Notes and other than
Exchange Notes issued in exchange for such Initial Notes) issued from time to time under this
Indenture in accordance with Sections 2.01, 4.03 and 4.06, it being understood that any Notes
issued in exchange for or replacement of any Initial Notes shall not be Additional Notes.




          “Additional Pari Passu Agreement” means any loan agreement, credit agreement,
indenture or other agreement entered into by the Company after the Issue Date, if any, pursuant to
which the Company or any of its Subsidiaries will incur Additional Pari Passu Obligations, and
which has been designated as an “Additional Loan and Notes Agreement” pursuant to and in accordance
with the Intercredi-tor Agreement.




          “Additional Pari Passu Obligations” means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Company or any of its Subsidiaries, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against the Company






 









 







or any of its Subsidiaries or any Affiliate thereof of any proceeding under any bankruptcy or
insolvency law naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding, in each case that has been designated as
“Additional Loan and Notes Obligations” pursuant to and in accordance with the Intercreditor
Agreement.




          “Additional Pari Passu Secured Parties” means the holders of any Additional Pari Passu
Obligations and any Authorized Representative with respect thereto.




          “Affiliate” of any specified Person means (1) any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person
or (2) any executive officer or director of such specified Person. For purposes of this definition,
“control,” as used with respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. The terms
“controlling,” “controlled by” and “under common control with” will have correlative meanings.




          “After-Acquired Property” means any property of any Issuer or any Guarantor acquired
after the Issue Date of a type that secures the obligations under this Indenture, the Notes, the
Security Documents and any Additional Pari Passu Secured Obligations.




          “Agent” means any Registrar or Paying Agent.




          “Applicable Premium” means, with respect to a Note at any date of redemption, the
greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present
value at such date of redemption of (1) the redemption price of such Note at March 15, 2013 (as
described under Section 3.07), plus (2) all remaining required interest payments due on such Note
through March 15, 2013 (excluding accrued but unpaid interest to the date of redemption),
discounted to present value using a discount rate equal to the Treasury Rate plus 50 basis points,
over (B) the principal amount of such Note.




          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or
Clear-stream that apply to such transfer or exchange.




          “Asset Sale” means:





     (1) the sale, lease, conveyance or other disposition (each, a “Transfer”) of any assets; and




     (2) the issuance of Equity Interests by any Restricted Subsidiary or the Transfer by
the Company or any Restricted Subsidiary of Equity Interests in any of its Subsidiaries
(other than directors’ qualifying shares and shares issued to foreign nationals to the
extent required by applicable law).




     Notwithstanding the preceding, the following items will be deemed not to be Asset Sales:




     (1) any single transaction or series of related transactions that involves assets or
Equity Interests having a Fair Market Value of less than $5 million;




     (2) a Transfer of assets that is governed by Section 4.09 or Section 5.01;



-2-









 






     (3) a Transfer of assets or Equity Interests between or among the Company and the
Restricted Subsidiaries;




     (4) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary;




     (5) a Transfer of any assets in the ordinary course of business, including the
transfer, conveyance, sale, lease or other disposition of optical fiber owned by the Company
or any of its Restricted Subsidiaries in the ordinary course of their business, provided
that no such fiber asset sale shall, individually or in the aggregate with all other fiber
asset sales, impede the Company or any of its Restricted Subsidiaries from conducting their
businesses as conducted as of the date hereof and as described in the Offering Memorandum
(as determined in good faith by the Board of Directors, whose determination shall be
evidenced by a Board Resolution);




     (6) a Transfer of Cash Equivalents;




     (7) a Transfer of accounts receivable in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or similar
proceedings;




     (8) a Transfer that constitutes a Restricted Payment that is permitted by the covenant
under Section 4.04 or a Permitted Investment;




     (9) a Transfer of any property or equipment that has become damaged, worn out or
obsolete or any property, equipment or other asset that, in the reasonable good faith
judgment of the Company or such Restricted Subsidiary, as the case may be, is not used or
useful in the business of the Company or such Restricted Subsidiary, as the case may be;




     (10) the creation of a Lien not prohibited by this Indenture (but not the sale of
property subject to a Lien); and




     (11) a grant of a license to use the Company’s or any Restricted Subsidiary’s patents,
trade secrets, know-how or other intellectual property to the extent that such license does
not limit the licensor’s use of the patent, trade secret, know-how or other intellectual
property.



          “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time
of determination, the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such Sale and Leaseback Transaction, including any
period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value will be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.




          “Authorized Representative” means (i) with respect to the Revolving Loan Lenders and
the Revolving Loan Obligation, the Revolving Loan Agent, (ii) with respect to the Holders of the
Notes and the Notes Obligations, the Trustee, and (iii) in the case of any Series of Additional
Pari Passu Obligations (and the Additional Pari Passu Secured Parties thereunder) that become
subject to the Intercreditor Agreement after the Issue Date, the Authorized Representative named
for such Series in the applicable Joinder Agreement.




          “Bankruptcy Code” means Title 11 of the United States Bankruptcy Code of 1978 or any
similar federal or state law for the relief of debtors.






-3-









 








          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire
by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” will have correlative meanings.




          “Board of Directors” means:





     (1) with respect to a corporation, the board of directors of the corporation or, except
in the context of the definitions of “Change of Control” and “Continuing Directors,” a duly
authorized committee thereof;




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




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



          “Board Resolution” means a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to
be in full force and effect on the date of such certification, a copy of which shall be delivered
to the Trustee.




          “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized or required by law,
regulation or executive order to remain closed.




          “Capital Lease Obligation” means an obligation that is required to be classified and
accounted for as a capital lease for financial reporting purposes in accordance with GAAP; and the
amount of Indebtedness represented thereby at any time shall be the amount of the liability in
respect thereof that would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.




          “Capital Stock” of any Person means any and all shares, interests (including general
or limited partnership interests, limited liability company or membership interests or limited
liability partnership interests), participations or other equivalents of or interests in (however
designated) equity of such Person, including any Preferred Stock.




          “Cash Equivalents” means:





     (1) United States dollars and such local currencies held by the Company or any
Restricted Subsidiary 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 thereof (provided that the full faith and credit
of the United States is pledged in support thereof), maturing, unless such securities are
deposited to defease any Indebtedness, not more than six months from the date of
acquisition;




     (3) certificates of deposit and time deposits with maturities of six months or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding six months,
and overnight bank deposits, in each case, with any commercial bank organized under the laws
of the



-4-









 




United States or any state, commonwealth or territory thereof having capital and surplus in excess
of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from Moody’s
Investors Service, Inc. or A-1 or better from Standard & Poor’s Rating Services;





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




     (5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc.
or Standard & Poor’s Rating Services and in each case maturing within six months after the date of
acquisition;




     (6) securities issued and fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof, rated at least “A”
by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and having maturities of
not more than six months from the date of acquisition; and




     (7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (1) through (6) of this definition.



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





     (1) the direct or indirect sale, transfer, conveyance or other disposition, in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and
the Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) other than the Permitted Holders or an entity of which the Permitted
Holders are the Beneficial Owners, directly or indirectly, of a majority in the aggregate of the
voting power of the Voting Stock, on a fully diluted basis;




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




     (3) prior to the first public offering of Common Stock of the Company, (i) the Permitted
Holders cease to be the Beneficial Owners, directly or indirectly, of a majority in the aggregate
of the total voting power of the Voting Stock of the Company, on a fully diluted basis, whether as
a result of issuance of securities of the Company, any merger, consolidation, liquidation or
dissolution of the Company, or any direct or indirect transfer of securities by the Company or (ii)
a majority of the members of the Board of Directors of the Company are not Continuing Directors;




     (4) on and following the first public offering of Common Stock of the Company, (i) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than the Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of 30% or more of
the voting power of the Voting Stock of the Company and (ii) either (A) the Permitted Holders are
not the Beneficial Owners of a larger percentage of the voting power of such Voting Stock than such
person or group, or (B) the majority of the members of the Board of Directors of the Company are
not Continuing Directors; or




     (5) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into the Company, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of the Company is converted into or exchanged for
cash, securities or other property, other than any such transaction where (A) the



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Voting Stock of the Company outstanding immediately prior to such transaction is converted into
or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person constituting a majority of the voting power of the outstanding shares of such Voting
Stock of such surviving or transferee Person (immediately after giving effect to such
issuance) and (B) (i) prior to the first public offering of Common Stock of the Company,
immediately after such transaction, the Permitted Holders are the Beneficial Owners,
directly or indirectly, of a majority of the aggregate of the total voting power of the
Voting Stock of such surviving or transferee Person and (ii) on and following the first
public offering of Common Stock of the Company, immediately after such transaction, no
“person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act),
other than the Permitted Holders, becomes, directly or indirectly, the Beneficial Owner of
30% or more of the voting power of the Voting Stock of the surviving or transferee Person.



          “CII” means Communications Infrastructure Investments, LLC, a Delaware limited
liability company and the Company’s indirect parent company.




          “CII Limited Liability Company Agreement” means the Second Amended and Restated
Limited Liability Company Agreement of CII dated as of February 9, 2009 by and among CII and the
persons listed on Schedule D thereto.




          “Clearstream” means Clearstream Banking, Société Anonyme.




          “Collateral” means all property pledged as collateral security for the Obligations
pursuant to the Security Documents or otherwise, and all other property of any Issuer or Guarantor
that is now or hereafter in the possession or control of the Collateral Agent, or on which the
Collateral Agent has been granted a Lien.




          “Collateral Agent” means SunTrust Bank, a national banking association duly organized
and existing under the laws of the United States of America, in its capacity as “Joint Collateral
Agent” under the Intercreditor Agreement, and “Collateral Agent” under the Security Agreement and
the other Security Documents, and any successor thereto in such capacity.




          “Common Stock” means, with respect to any Person, any Capital Stock (other than
Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.




          “Communications Act” means, collectively, the Communications Act of 1934, as amended
by the Telecommunications Act of 1996, and as further amended, and the rules and regulations
promulgated thereunder, including, without limitation, CFR Title 47 and the rules, regulations and
decisions of the FCC, in each case, as from time to time in effect.




          “Consolidated Cash Flow” means, for any period, the Consolidated Net Income of the
Company for such period plus:





     (1) provision for taxes based on income or profits of the Company and
the Restricted Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus




     (2) Fixed Charges of the Company and the
Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in
computing such Consolidated Net Income; plus



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     (3) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents an accrual of
or reserve for cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of the Company and the Restricted Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income; minus




     (4) non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue in the ordinary course of business;



     in each case, on a consolidated
basis and determined in accordance with GAAP.



          Notwithstanding the preceding, the provision for taxes based on the income or profits of a
Restricted Subsidiary, and the Fixed Charges of and the depreciation and amortization and other
non-cash expenses of a Restricted Subsidiary, will be added to Consolidated Net Income to compute
Consolidated Cash Flow of the Company (A) in the same proportion that the Consolidated Net Income
of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Company and
(B) only to the extent that a corresponding amount would be permitted at the date of determination
to be dividended or distributed to the Company by such Restricted Subsidiary without prior
governmental approval (that has not been obtained), and without direct or indirect restriction
pursuant to the terms of its charter or any agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.




          “Consolidated Leverage Ratio” as of any date of determination means the ratio of (x)
the aggregate amount of consolidated Indebtedness (or, in the case of Indebtedness issued at less
than its principal amount at maturity, the accreted value thereof) of the Company and its
Restricted Subsidiaries as of such date of determination to (y) Consolidated Cash Flow for the most
recent quarter for which internal financial statements are available preceding such date of
determination (the “Reference Period”), multiplied by four; provided that:





     (1) if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is
an Incurrence of Indebtedness, the amount of such Indebtedness shall be calculated after giving
effect on a pro forma basis to such Indebtedness;




     (2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise
discharged any Indebtedness that was outstanding as of the end of the Reference Period, or if any
Indebtedness is to be repaid, repurchased, defeased or otherwise discharged on the date of the
transaction giving rise to the need to calculate the Consolidated Leverage Ratio (other than, in
each case, Indebtedness Incurred under any revolving credit agreement), the aggregate amount of
Indebtedness shall be calculated on a pro forma basis, after giving effect to such repayment,
repurchase, defeasement or discharge;




     (3) if since the beginning of the Reference Period the Company or any Restricted Subsidiary
shall have made any Asset Sale, the Consolidated Cash Flow for the Reference Period shall be
reduced by an amount equal to the Consolidated Cash Flow (if positive) directly attributable to the
assets which are the subject of such Asset Sale for the Reference Period or increased by an amount
equal to the Consolidated Cash Flow (if negative) directly attributable thereto for the Reference
Period;



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     (4) if since the beginning of the Reference Period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted
Subsidiary (or any Person which becomes a Restricted Subsidiary) or other acquisition of
assets which constitutes all or substantially all of an operating unit of a business,
Consolidated Cash Flow for the Reference Period shall 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 the Reference Period; and




     (5) if since the beginning of the Reference 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 Reference Period) shall have made any Asset Sale, any Investment
or acquisition of assets that would have required an adjustment pursuant to clause (3) or
(4) above if made by the Company or a Restricted Subsidiary during the Reference Period,
Consolidated Cash Flow for the Reference Period shall be calculated after giving pro forma
effect thereto as if such Asset Sale, Investment or acquisition had occurred on the first
day of the Reference Period.



          For purposes of this definition, whenever pro forma effect is to be given to an acquisition or
disposition of assets, such pro forma calculation shall be made in good faith by a responsible
financial or accounting officer of the Company. Any such pro forma calculation may include
adjustments appropriate, in the reasonable determination of the Company, as set forth in an
Officers’ Certificate, to reflect (i) operating expense reductions and other operating improvements
or synergies reasonably expected to result from any acquisition or disposition and (ii) all
adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth
in footnote 1 to the “Selected Historical Consolidated Financial Information” in the Offering
Memorandum to the extent such adjustments, without duplication, continue to be applicable to the
relevant four quarter period; provided that (x) such operating expense reductions and other
operating improvements or synergies are reasonably identifiable and factually supportable and (y)
such actions are reasonably expected to be taken no later than six months after the relevant
transaction.




          For purposes of this definition, in calculating the Consolidated Cash Flow and the aggregate
amount of Indebtedness of the Company and its Restricted Subsidiaries, the Consolidated Cash Flow
and Indebtedness attributable to discontinued operations will be excluded.




          If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any interest
rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with
respect to exposure to interest rates applicable to such Indebtedness if such interest rate
agreement has a remaining term in excess of twelve months).




          If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma
effect, the interest on such Indebtedness shall be calculated based on the average daily balance of
such Indebtedness for the four quarters subject to the pro forma calculation to the extent such
Indebtedness was Incurred solely for working capital purposes.




          “Consolidated Net Income” means, for any period, the aggregate of the net income (loss) of the
Company and the Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:






-8-









 









     (1) the net income (loss) of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting will be included only to the extent of the amount
of dividends or distributions paid in cash to the Company or a Restricted Subsidiary;




     (2) the net income (but not the net loss) of any Restricted Subsidiary will be excluded to the
extent that the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that net income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its equityholders;




     (3) the net income (loss) of any Person acquired during the specified period for any period
prior to the date of such acquisition will be excluded;




     (4) any gain or loss, together with any related provision for taxes on such gain or loss,
realized in connection with: (a) any sale of assets outside the ordinary course of business of the
Company; or (b) the disposition of any securities by the Company or a Restricted Subsidiary or the
extinguishment of any Indebtedness of the Company or any Restricted Subsidiary, will be excluded;




     (5) any extraordinary gain or loss, together with any related provision for taxes on such
extraordinary gain or loss, will be excluded;




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




     (7) the cumulative effect of a change in accounting principles will be excluded.



          “Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of
(a) the aggregate amount of consolidated Indebtedness (or in the case of Indebtedness issued at
less than its principal amount at maturity, the accreted value thereof) of the Company and its
Restricted Subsidiaries that is secured by Liens, as of the date of such determination, to (b)
Consolidated Cash Flow for the most recent fiscal quarter for which internal financial statements
of the Company and its Restricted Subsidiaries are available preceding such date of determination,
multiplied by four, in each case with such pro forma adjustments to such total consolidated
Indebtedness and Consolidated Cash Flow as are consistent with the adjustment provisions set forth
in the definition of Consolidated Leverage Ratio.




          “Continuing Directors” means as of any date of determination, any member of the Board
of Directors of the Company who:



     (1) was a member of such Board of Directors on the Issue Date; or



     (2) was nominated for election or elected to such Board of Directors with the approval of a
majority of the Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.




          “Corporate Trust Office of the Trustee” means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which office at the date
hereof is located at 700 South Flower Street, Suite 500, Los Angeles, California 90017 Attention:
Corporate Trust





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Administration, or such other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any successor Trustee (or such
other address as such successor Trustee may designate from time to time by notice to the Holders
and the Company).




          “Credit Agreement” means that certain Credit Agreement, dated as of the Issue Date,
made by and among the Issuers, as borrowers, the Guarantors party thereto, as guarantors
thereunder, SunTrust Bank, as administrative agent, collateral agent and issuing bank, and the
financial institutions from time to time party thereto, as lenders, providing for up to $75 million
of revolving credit borrowings, including any related notes, Guarantees, instruments and agreements
executed in connection therewith, and in each case as amended, restated, modified, renewed,
refunded, replaced or refinanced from time to time, regardless of whether such amendment,
restatement, modification, renewal, refunding, replacement or refinancing is with the same
financial institutions or otherwise.




          “Credit Facilities” means one or more debt facilities (including, without limitation,
the Credit Agreement), commercial paper facilities or indentures, in each case with banks or other
institutional lenders or a trustee, providing for revolving credit loans, term loans, swing lines,
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), letter of credit
facilities, letters of credit or issuances of notes, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.




          “Custodian” means the Paying Agent and Registrar, as custodian with respect to the
Notes in global form, or any successor entity thereto.




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




          “Definitive Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06(c), (e) or (f), substantially in the form of
Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.




          “Depositary” means, with respect to the Notes issuable or issued in whole or in part
in global form, the Person specified in Section 2.03 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



          “Disinterested Member” means, with respect
to any transaction or series of related transactions, a member of the Company’s Board of Directors
who does not have any material direct or indirect financial interest in or with respect to such
transaction or series of related transactions and is not an Affiliate, or an officer, director,
member of a supervisory, executive, or management board, or employee of any Person (other than the
Company or a Restricted Subsidiary) who has any direct or indirect financial interest in or with
respect to such transaction or series of related transactions.




          “Disqualified Stock” means any Capital Stock that (i) by its terms, (ii) by the terms
of any security into which it is convertible or for which it is exchangeable, or (iii) by contract
or otherwise, is, or upon the happening of any event or passage of time would be, required to be
redeemed on or prior to the date that is 180 days after the date on which the Notes mature, or is
redeemable at the option of the holder thereof, in any such case on or prior to such date.
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an






-10-









 







asset sale will not constitute Disqualified Stock if (i) the “asset sale” or “change of control”
provisions applicable to such Capital Stock are no more favorable to the holders of such Capital
Stock than the covenants set forth under Sections 4.07 and 4.09 and (ii) such Capital Stock
specifically provides that such Person will not repurchase or redeem any such stock pursuant to
such provision prior to the Company’s repurchase of such Notes as are required to be repurchased
pursuant to the covenants set forth under Sections 4.07 and 4.09. The term “Disqualified Stock”
will also include any options, warrants or other rights that are convertible into Disqualified
Stock or that are redeemable at the option of the holder, or are required to be redeemed, prior to
the date that is one year after the date on which the Notes mature.




          “Domestic Subsidiary” means any Restricted Subsidiary other than a Restricted
Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue
Code (a) whose primary operating assets are located outside the United States and (b) that is not
subject to tax under Section 882(a) of the Internal Revenue Code because of a trade or business
within the United States or (2) a Subsidiary of an entity described in the preceding clause (1).




          “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).




          “Equity Offering” means any public sale or private placement of Capital Stock (other
than Disqualified Stock) of the Company (other than pursuant to a registration statement on Form
S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the
Company) to any Person other than any Subsidiary thereof.




          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and
the rules and regulations promulgated by the SEC thereunder.




          “Exchange Notes” means any notes issued in exchange for the Notes pursuant to
Section 2.06(f).




          “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



          “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.




          “Excluded Deposit Accounts” means, collectively, (i) each disbursement account that
has a balance no greater than the amount necessary to cover outstanding checks drawn on such
account, (ii) petty cash deposit accounts of Grantors that have an aggregate balance no greater
than $10,000, (iii) employee benefit trust accounts, so long as the balance therein does not exceed
as of any date of determination the Company’s estimate of employee benefit claims to be paid in the
remaining portion of such fiscal year (or, with respect to any date of determination in the last
fiscal month of any fiscal year, the Company’s estimate of employee benefit claims to be paid in
the remaining portion of such fiscal year and during the next succeeding fiscal year) from such
date of determination (provided, that at any time that a Default exists, Grantors shall not deposit
additional funds into such account except to the extent necessary to pay accrued and unpaid
employee benefit claims that are then due and payable), and (iv) other deposit accounts with
balances not to exceed $500,000 in the aggregate.




          “Existing Indebtedness” means the aggregate amount of Indebtedness of the Company and
the Restricted Subsidiaries (other than Indebtedness under the Credit Agreement or under the Notes






-11-









 







and the related Note Guarantees) in existence on the Issue Date after giving effect to the issuance
of the Notes and the application of the proceeds of (1) the Notes and (2) any borrowings made under
the Credit Agreement on the Issue Date.




          “Fair Market Value” means the price that would be paid in an arm’s-length transaction
between an informed and willing seller under no compulsion to sell and an informed and willing
buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the
Company, whose determination will be conclusive if evidenced by a Board Resolution a copy of which
is delivered to the Trustee.




          “FCC” shall mean the Federal Communications Commission, or any governmental agency
succeeding to the functions thereof.




          “FCC Licenses” means the licenses, authorizations, consents, waivers and permits
required under the Communications Act necessary for the Company and its direct and indirect
Subsidiaries to own and operate their properties and their businesses.




          “Fixed Charges” means, for any period, the sum, without duplication, of:





     (1) the consolidated interest expense of the Company and the Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations; plus




     (2) to the extent not included within (1) of this definition of Fixed Charges, the
consolidated interest of the Company and the Restricted Subsidiaries that was capitalized
during such period; plus




     (3) any interest expense on Indebtedness of another Person that is Guaranteed by the
Company or one of the Restricted Subsidiaries or secured by a Lien on assets of the Company
or a Restricted Subsidiary, whether or not such Guarantee or Lien is called upon; plus




     (4) the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of Disqualified Stock of the Company or a Restricted Subsidiary or
Preferred Stock of a Restricted Subsidiary, other than dividends on Equity Interests payable
solely in Equity Interests (other than Disqualified Stock) of the Company or to the Company
or a Restricted 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 and local
statutory tax rate of the issuer of such Disqualified or Preferred Stock, expressed as a
decimal,




     in each case, on a consolidated basis and in accordance with GAAP.



          “Foreign Subsidiary” means any Restricted Subsidiary other than a Domestic Subsidiary.




          “Generally Accepted Accounting Principles” or “GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants, in the opinions and pronouncements
of the Public Company Accounting Oversight Board, and in the statements and pronouncements of the
Financial





-12-









 







Accounting Standards Board, or in such other statements by such other entity as have been approved by
a significant segment of the accounting profession, which are in effect on the Issue Date from time
to time.




          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is
required to be placed on all Global Notes issued under this Indenture.




          “Global Notes” means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto,
issued in accordance with Section 2.01, 2.06(b), 2.06(d), 2.06(f) or 2.06(j).




          “Government Securities” means securities that are direct obligations of the United
States of America for the timely payment of which its full faith and credit is pledged.




          “Grantor” means the Issuers and each Guarantor that is, from time to time, party to
the Security Agreement as a “grantor” thereunder.




          “Guarantee” means, as to any Person, a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct or indirect, in
any manner, including, without limitation, by way of a pledge of assets or through letters of
credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of
another Person, but excluding endorsements for collection or deposit in the normal course of
business.




          “Guarantors” means:





     (1) the Initial Guarantors; and




     (2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of
this Indenture;



          and their respective successors and assigns until released from their obligations
under their Note Guarantees and this Indenture in accordance with the terms of this Indenture.



          “Hedging Obligations” means, with respect to any specified Person, the obligations of
such Person under:



     (1) 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 or other similar agreement or arrangement;



     (2) any commodity forward
contract, commodity swap agreement, commodity option agreement or other similar agreement or
arrangement; or



     (3) any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement.



          “Holder” means a Person in whose name a Note is registered.



          “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume,
Guarantee or otherwise become directly or indirectly liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness (the terms
“Incurrence” and “Incurred” have correlative meanings); provided that (1) any Indebtedness
of a Person existing at the time such Person




-13-











 




becomes a Restricted Subsidiary will be deemed to be Incurred by such Person at the time it
becomes a Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of
original issue discount nor the payment of interest in the form of additional Indebtedness with the
same terms or the payment of dividends on Disqualified Stock or Preferred Stock in the form of
additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent
provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest
or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness.





     “Indebtedness” means, with respect to any specified Person, whether or not
contingent:




     (1) all indebtedness of such Person in respect of borrowed money;




     (2) all obligations of such Person evidenced by bonds, notes, debentures or similar
instruments;




     (3) all obligations of such Person in respect of banker’s acceptances, letters of
credit or similar instruments (or reimbursement obligations in respect thereof);




     (4) all Capital Lease Obligations of such Person;




     (5) all obligations of such Person in respect of the deferred and unpaid balance of the
purchase price of any property or services, except any such balance that constitutes an
accrued expense or trade payable;




     (6) all Hedging Obligations of such Person;




     (7) all Disqualified Stock issued by such Person, valued at the greater of its
voluntary or involuntary liquidation preference and its maximum fixed repurchase price plus
accrued dividends;




     (8) all Preferred Stock issued by a Subsidiary of such Person, valued at the greater of
its voluntary or involuntary liquidation preference and its maximum fixed repurchase price
plus accrued dividends;




     (9) all Indebtedness of others secured by a Lien on any asset of the specified Person
(whether or not such Indebtedness is assumed by the specified Person); provided 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; and




     (10) to the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person.



          For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or
Preferred Stock which does not have a fixed repurchase price will be calculated in accordance with
the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified
Stock or Preferred Stock were repurchased on any date on which Indebtedness will be required to be
determined pursuant to this Indenture.




          The amount of any Indebtedness outstanding as of any date will be the outstanding balance at
such date of all unconditional obligations as described above and, with respect to contingent obligations,






-14-









 







the maximum liability upon the occurrence of the contingency giving rise to the
obligation. The amount of any Indebtedness described in clauses (1) and (2) above will be:





     (1) the accreted value thereof, in the case of any Indebtedness issued with original issue
discount; and




     (2) the principal amount thereof, together with any interest thereon that is more than 30 days past
due, in the case of any other Indebtedness.



          For purposes of determining any particular amount of Indebtedness, (x) Guarantees, Liens or
obligations with respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included, and (y) any Liens granted pursuant
to the equal and ratable provisions in Section 4.06 shall not be treated as Indebtedness.




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




          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant.




          “Initial Guarantors” means all of the Domestic Subsidiaries of the Company as of the
Issue Date.




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




          “Initial Purchasers” means Morgan Stanley & Co. Incorporated, RBC Capital Markets
Corporation, Barclays Capital Inc., Oppenheimer & Co. Inc. and SunTrust Robinson Humphrey, Inc.




          “Intercreditor Agreement” means that certain Collateral Agency and Intercreditor
Agreement, dated as of the Issue Date, by and among the Issuers, the Guarantors, the Trustee (as
Authorized Representative for the Holders of the Notes), the Revolving Loan Agent, and the
Collateral Agent, with respect to the Collateral, as may be amended from time to time in accordance
with its terms.




          “Interest Payment Date” means March 15 and September 15 of each year to Maturity.




          “Investments” in any Person means all direct or indirect investments in such Person in
the form of loans or other extensions of credit (including Guarantees), advances, capital
contributions (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), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities issued by such Person, together
with all items that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.




          If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any
such sale or disposition, such Person is no longer a Restricted Subsidiary, the Company will be
deemed to have made an Investment on the date of any such sale or disposition equal to the Fair
Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the
Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an
amount equal to the Fair Market Value of the Investment held by the acquired Person in such third
Person unless such Investment in such third party was not made in anticipation or contemplation of
the Investment by the Company or such Restricted Subsidiary





-15-









 







and such third party Investment is incidental to the primary business of such Person in whom
the Company or such Restricted Subsidiary is making such Investment.




          “Issue Date” means the first date Notes are issued under this Indenture.




          “Joinder Agreement” means an agreement in form and substance substantially similar to
Exhibit A to the Intercreditor Agreement, pursuant to which an additional Series of Pari Passu
Obligations become a party to the Intercreditor Agreement, in accordance with the applicable terms
thereof.




          “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers
and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.




          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction.




          “Net Available Cash” means the aggregate proceeds, including payments in respect of
deferred payment obligations (to the extent corresponding to the principal, but not the interest
component, thereof), received in Cash Equivalents by the Company or any Restricted Subsidiary in
respect of any Asset Sale (including, without limitation, any Cash Equivalents received upon the
sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the
direct costs relating to such Asset Sale, including, without limitation, legal, accounting,
investment banking, and brokerage fees, sales commissions, and any relocation expenses incurred as
a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into
account any available tax credits or deductions and any tax sharing arrangements relating to such
Asset Sale, (3) in the case of any Asset Sale by a Restricted Subsidiary, payments to holders of
Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests
held by the Company or any Restricted Subsidiary) to the extent that such payment is required to
permit the distribution of such proceeds in respect of the Equity Interests in such Restricted
Subsidiary held by the Company or any Restricted Subsidiary and (4) appropriate amounts to be
provided by the Company or the Restricted Subsidiaries as a reserve against liabilities associated
with such Asset Sale, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as determined in accordance with GAAP;
provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2)
above remaining after such taxes have been paid in full or the statute of limitations therefor has
expired and (b) amounts initially held in reserve pursuant to clause (4) no longer so held, will,
in the case of each of subclause (a) and (b), at that time become Net Available Cash.




          “Non-U.S. Person” means a Person who is not a U.S. Person.




          “Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture.




          “Notes” means any Note authenticated and delivered under this Indenture including
Initial Notes, Exchange Notes and any Additional Notes.




          “Notes Obligations” means Obligations under this Indenture and the Note
Guarantees.






-16-









 








          “Obligations” with respect to any Indebtedness means any principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the
documentation governing such Indebtedness.




          “Offer to Purchase” means an offer by the Company to purchase Notes from the Holders
commenced by delivering a notice to the Trustee and each Holder stating:





     (1) the provision of this Indenture pursuant to which the offer is being made and that all
Notes validly tendered will be accepted for payment on a pro rata basis;




     (2) the purchase price and the date of purchase, which shall be a Business Day no earlier than
30 days nor later than 60 days from the date such notice is mailed (the “Payment Date”);




     (3) that any Note not tendered will continue to accrue interest pursuant to its terms;




     (4) that, unless the Issuers default in the payment of the purchase price, any Note accepted
for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the
Payment Date;




     (5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be
required to surrender the Note, together with the completed form entitled “Option of the Holder to
Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the Business Day immediately preceding
the Payment Date;




     (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not
later than the close of business on the third Business Day immediately preceding the Payment Date,
facsimile transmission or letter setting forth the name of such Holder, the principal amount of
Notes delivered for purchase and a statement that such Holder is withdrawing his election to have
such Notes purchased; and




     (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered; provided that each
Note purchased and each new Note issued shall be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof.



          On the Payment Date, the Company shall (a) accept for payment on a pro rata basis Notes or
portions thereof (and, in the case of an Offer to Purchase made pursuant to Section 4.07 any other
Pari Passu Debt included in such Offer to Purchase) tendered pursuant to an Offer to Purchase; (b)
deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions
thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or
portions thereof so accepted together with an Officers’ Certificate specifying the Notes or
portions thereof accepted for payment by the Company. The Paying Agent shall promptly deliver to
the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee
shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any
unpurchased portion of the Note surrendered; provided that each Note purchased and each new
Note issued shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof. The Company will publicly announce the results of an Offer to Purchase as soon as
practicable after the Payment Date. The Trustee shall act as the “Paying Agent” for an Offer to
Purchase. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder, to the extent such laws and regulations are applicable, in the






-17-









 







event that the Company is required to repurchase Notes pursuant to an Offer to Purchase. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture relating to an Offer to Purchase, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under such
provisions of this Indenture by virtue of such conflict.




          “Offering Memorandum” means the offering memorandum, dated March 5, 2010, relating to
the sale of the Initial Notes.




          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such
Person.




          “Officers’ Certificate” means a certificate signed on behalf of the Company by at
least two Officers of the Company, one of whom must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer of the Company, that
meets the requirements of this Indenture.




          “Opinion of Counsel” means an opinion from legal counsel that is reasonably acceptable
to the Trustee (who may be counsel to or an employee of the Company) and that meets the
requirements of this Indenture.




          “Parent” means Zayo Group Holdings, Inc., a Delaware corporation.




          “Parent Pledge Agreement” means the Holdings Pledge Agreement, dated as of the Issue
Date, made by and between the Parent and the Collateral Agent, as amended, modified, renewed,
restated or replaced, in whole or in part, from time to time, in accordance with its terms.




          “Pari Passu Debt” means (a) any Indebtedness of the Issuers that ranks equally in
right of payment with the Notes or (b) any Indebtedness of a Guarantor that ranks equally in right
of payment with such Guarantor’s Note Guarantee.




          “Pari Passu Obligations” means, collectively, the Revolving Loan Obligations, the
Notes Obligations, and each Series of Additional Pari Passu Obligations.




          “Pari Passu Secured Parties” means, collectively, the Collateral Agent, the Revolving
Loan Secured Parties and the Notes Secured Parties (each as defined below in the definition of
“Series”), and any Additional Pari Passu Secured Parties.




          “Pari Passu Security Documents” means each security agreement, pledge agreement, deed
of trust, mortgage and other agreement entered into in favor of the Collateral Agent for purposes
of securing the Pari Passu Obligations and each financing statement and other document or
instrument delivered to create, perfect or continue the Liens thereby created.




          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).




          “Permitted Additional Pari Passu Obligations” means any obligation under any
Additional Notes or any other Indebtedness (whether or not consisting of Additional Notes) equally
and ratably secured on a first-lien basis with the Notes by Liens on the Collateral;
provided that, as of the date of






-18-









 







Incurrence of such Permitted Additional Pari Passu Obligations, after giving effect thereto and the
application of the proceeds therefrom, the Consolidated Secured Debt Ratio of the Company and its
Restricted Subsidiaries would be no greater than 3.5 to 1.0.




          “Permitted Business” means any business conducted or proposed to be conducted (as
described in the offering memorandum) by the Company and the Restricted Subsidiaries on the Issue
Date, and other businesses reasonably related or ancillary thereto.




          “Permitted Holders” means any of Battery Venture, Centennial Ventures, Charlesbank
Capital Partners, Columbia Capital, M/C Venture Partners, Morgan Stanley Alternative Investment
Partners, Oak Investment Partners ESU Investments LLC, Bear Investments LLP and Bear Equity LLC and
any Affiliate thereof.




          “Permitted Investments” means:





     (1) any Investment in the Company or in a Restricted Subsidiary provided that any
investment in a Restricted Subsidiary that is not a Domestic Subsidiary shall be reasonably
related to the operations of such Restricted Subsidiary;




     (2) any Investment in Cash Equivalents;




     (3) any Investment by the Company or any Restricted Subsidiary in a Person, if as a
result of such Investment:




     (a) such Person becomes a Restricted Subsidiary; or




     (b) such Person is merged, consolidated or amalgamated with or into, or transfers or
conveys all or substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary;




     (4) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.07;




     (5) Hedging Obligations that are designed solely to protect the Company or its
Restricted Subsidiaries against fluctuations in interest rates, commodity prices or foreign
currency exchange rates (or to reverse or amend any such agreements previously made for such
purposes), and not for speculative purposes, and that do not increase the Indebtedness of
the obligor outstanding at any time other than as a result of fluctuations in interest
rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies
and compensation payable thereunder;




     (6) (i) stock, obligations or securities received in satisfaction of judgments,
foreclosure of Liens or settlement of Indebtedness and (ii) any Investments received in
compromise of obligations of any trade creditor or customer that were incurred in the
ordinary course of business, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any such Person;




     (7) advances to customers or suppliers in the ordinary course of business that are, in
conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the
balance sheet of the Company or the Restricted Subsidiaries and endorsements for collection
or deposit arising in the ordinary course of business;



-19-









 






     (8) commission, payroll, travel and similar advances to officers and employees of the
Company or any Restricted Subsidiary that are expected at the time of such advance
ultimately to be recorded as an expense in conformity with GAAP;




     (9) Investments by the Company or any Restricted Subsidiary in an aggregate amount at
the time of such Investment not to exceed, at any one time outstanding, 15% of the
consolidated total assets of the Company, determined as of the end of the most recent
quarter of the Company for which financial statements of the Company are available;




     (10) lease, utility and other similar deposits in the ordinary course of business;




     (11) Investments existing on the Issue Date; and




     (12) other Investments in any Unrestricted Subsidiary or joint venture having an
aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (12) since the Issue Date, not to exceed $35
million.




     “Permitted Liens” means:




     (1) Liens on the assets of any Issuer and any Guarantor securing Indebtedness Incurred
under Section 4.03(b)(1) (including Liens securing Indebtedness under the Credit Agreement);




     (2) Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;




     (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Restricted Subsidiary; provided that
such Liens were in existence prior to the contemplation of such merger or consolidation and
do not extend to any assets other than those of the Person merged into or consolidated with
the Company or the Restricted Subsidiary;




     (4) Liens on property of a Person existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary of the Company; provided that such Liens were
in existence prior to the contemplation of such acquisition and do not extend to any
property other than the property so acquired by the Company or the Restricted Subsidiary;




     (5) Liens securing the Notes and the Note Guarantees;




     (6) Liens existing on the Issue Date (other than any Liens securing Indebtedness
Incurred under Section 4.03(b)(1));




     (7) Liens securing Permitted Refinancing Indebtedness; provided that such Liens do not
extend to any property or assets other than the property or assets that secure the
Indebtedness being refinanced;




     (8) Liens on property or assets securing Indebtedness used to defease or to satisfy and
discharge the Notes; provided that (a) the Incurrence of such Indebtedness was not
prohibited by this Indenture and (b) such defeasance or satisfaction and discharge is not
prohibited by this Indenture;



-20-









 






     (9) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
Section 4.03(b)(4); provided that any such Lien (i) covers only the assets acquired,
constructed or improved with such Indebtedness and (ii) is created within 180 days of such
acquisition, construction or improvement;




     (10) Liens on Cash Equivalents securing Hedging Obligations of the Company or any
Restricted Subsidiary (a) that are Incurred for the purpose of fixing, hedging or swapping
interest rate, commodity price or foreign currency exchange rate risk (or to reverse or
amend any such agreements previously made for such purposes), and not for speculative
purposes, or (b) securing letters of credit that support such Hedging Obligations;




     (11) Liens incurred or deposits made in the ordinary course of business in connection
with worker’s compensation, unemployment insurance or other social security obligations;




     (12) Lien, deposits or pledges to secure the performance of bids, tenders, contracts
(other than contracts for the payment of Indebtedness), leases, or other similar obligations
arising in the ordinary course of business;




     (13) survey exceptions, encumbrances, easements or reservations of, or rights of other
for, rights of way, zoning or other restrictions as to the use of properties, and defects in
title which, in the case of any of the foregoing, were not incurred or created to secure the
payment of Indebtedness, and which in the aggregate do not materially adversely affect the
value of such properties or materially impair the use for the purposes of which such
properties are held by the Company or any Restricted Subsidiary;




     (14) judgment and attachment Liens not giving rise to an Event of Default and notices
of lis pendens and associated rights related to litigation being contested in good faith by
appropriate proceedings and for which adequate reserves have been made;




     (15) Liens, deposits or pledges to secure public or statutory obligations, surety,
stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens,
deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or
obligations, or to secure letters of credit in lieu of or supporting the payment of such
bonds or obligations;




     (16) Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of the Company or any Subsidiary
thereof on deposit with or in possession of such bank;




     (17) any interest or title of a lessor, licensor or sublicensor in the property subject
to any lease, license or sublicense (other than any property that is the subject of a Sale
and Leaseback Transaction);




     (18) Liens for taxes, assessments and governmental charges not yet delinquent or being
contested in good faith and for which adequate reserves have been established to the extent
required by GAAP;




     (19) Liens arising from precautionary Uniform Commercial Code financing statements
regarding operating leases or consignments;




     (20) Liens of franchisors in the ordinary course of business not securing Indebtedness;



-21-









 






     (21) Liens on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness
of such Restricted Subsidiaries permitted to be incurred under the covenant described above under
Section 4.03;




     (22) Liens securing Permitted Additional Pari Passu Obligations;




     (23) Liens incidental to the conduct of the Company’s or such Restricted Subsidiary’s business
or the ownership of its property and assets not securing any Indebtedness and which do not in the
aggregate materially detract from the value of the Company’s or such Restricted Subsidiary’s (as
the case may be) assets or materially impair the use thereof in the operation of its business; and




     (24) Other liens in an amount not to exceed $10 million at any one time outstanding.




          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any
Restricted Subsidiary issued in exchange for, or the net cash proceeds of which are used to extend,
refinance, renew, replace, defease or refund other Indebtedness of the Company or any Restricted
Subsidiary (other than Indebtedness owed to the Company or to any Subsidiary of the Company);
provided that:




     (1) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and
unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish
such refinancing and such reasonable expenses incurred in connection therewith);




     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded;




     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing
Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees, as
applicable, on terms at least as favorable, taken as a whole, to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded;




     (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is
Pari Passu Debt, such Permitted Refinancing Indebtedness ranks equally in right of payment with, or
is subordinated in right of payment to, the Notes or such Note Guarantees; and




     (5) such Indebtedness is Incurred by either (a) the Restricted Subsidiary that is the obligor
on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (b) the
Company or a Guarantor.



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






-22-









 








          “Preferred Stock” means, with respect to any Person, any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with respect to dividends or
redemptions upon liquidation.




          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) to be
placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions
of this Indenture.




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




          “Real Property” means any estates or interests in real property now owned or
hereafter acquired by any Grantor and the improvements thereto.




          “Record Date” for the interest or Additional Interest, if any, payable on any
applicable Interest Payment Date means the March 1 or September 1 (whether or not a Business Day)
immediately preceding such Interest Payment Date.




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




          “Registration Rights Agreement” means (1) with respect to the Notes issued on the
Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among the Issuers, the
Initial Guarantors, and the Initial Purchasers and (2) with respect to any Additional Notes, any
registration rights agreement among the Issuers, the Guarantors and the other parties thereto
relating to the registration by the Issuers and the Guarantors of such Additional Notes under the
Securities Act.




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




          “Regulation S Global Note” means a Regulation S Temporary Global Note or a Regulation
S Permanent Global Note, as appropriate.




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




          “Regulation S Temporary Global Note” means a temporary Global Note in the form of
Exhibit A-2, bearing the Private Placement Legend and the Regulation S Temporary Global
Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.




          “Regulation S Temporary Global Note Legend” means the legend set forth in
Section 2.06(g)(iii) to be placed on the Regulation S Temporary Global Note.




          “Replacement Assets” means (1) non-current assets that will be used or useful in a
Permitted Business, (2) substantially all the assets of a Permitted Business, or (3) a majority of
the Voting Stock of any Person engaged in a Permitted Business that will become on the date of
acquisition thereof a Restricted Subsidiary.





-23-











 





          “Responsible 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.




          “Restricted Definitive Note” means a Definitive Note bearing the Private Placement
Legend.




          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.




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




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




          “Revolving Loan Agent” means SunTrust Bank in its capacity as Authorized
Representative for the Revolving Loan Lenders under the Credit Agreement.




          “Revolving Loan Lenders” means the financial institutions and other Persons from time
to time parties to the Credit Agreement as lenders and/or issuing banks.




          “Revolving Loan Obligations” means the Obligations under the Credit Agreement and
other “Loan Documents” (as defined in the Credit Agreement).




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




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




          “Rule 903” means Rule 903 promulgated under the
Securities Act.




          “Rule 904” means Rule 904 promulgated under the Securities
Act.




          “Sale and Leaseback Transaction” means, with respect to any Person, any transaction
involving any of the assets or properties of such Person whether now owned or hereafter acquired,
whereby such Person sells or otherwise transfers such assets or properties and then or thereafter
leases such assets or properties or any part thereof or any other assets or properties which such
Person intends to use for substantially the same purpose or purposes as the assets or properties
sold or transferred.




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




          “Secured Credit Documents” means, collectively, (i) the Credit Agreement , the other
“Loan Documents” (as defined in the Credit Agreement) and any other agreement pursuant to which the
Company and any of its Subsidiaries will or may incur Revolving Loan Obligations, (ii) this
Indenture and the Note Guarantees, and (iii) each loan agreement, credit agreement, indenture or
other agreement entered into by the Company after the date of this Agreement, if any, pursuant to
which the Company or any of its Subsidiaries will incur Additional Pari Passu Obligations.






-24-









 








          “Securities Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated by the SEC thereunder.




          “Security Agreement” means that certain Security Agreement, dated as of the Issue
Date, made by and among the Issuers, the Guarantors and the Collateral Agent, as amended, modified,
renewed, restated or replaced, in whole or in part, from time to time, in accordance with its
terms.




          “Security Documents” means the Intercreditor Agreement, the Security Agreement, the
Parent Pledge Agreement and all other pledge agreements, collateral assignments, mortgages,
collateral agency agreements, deeds of trust or other grants or transfers for security executed and
delivered by any Issuer, any Guarantor or the Parent creating (or purporting to create) a Lien upon
the Collateral as contemplated by this Indenture, the Credit Agreement or the Security Agreement,
in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time
to time, in accordance with its terms.




          “Series” means (a) with respect to the Pari Passu Secured Parties, (i) the Revolving
Loan Agent, the Revolving Loan Lenders and the other holders of Revolving Loan Obligations (in
their capacities as such, the “Revolving Loan Secured Parties”), (ii) the Holders of the Notes and
the Trustee (in their capacities as such, the “Notes Secured Parties”) and (iii) the Additional
Pari Passu Secured Parties that become subject to the Intercreditor Agreement after the Issue Date
and that are represented by a common Authorized Representative; and (b) with respect to any Pari
Passu Obligations, each of the Revolving Loan Obligations, the Notes Obligations, and the
Additional Pari Passu Obligations incurred pursuant to any applicable agreement, which pursuant to
a Joinder Agreement, are to be represented under the Inter-creditor Agreement by a common
Authorized Representative.




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




          “Significant Subsidiary” means (a) with respect to any Person, any Subsidiary that
would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of
the Securities Act, and (b) in addition, with respect to the Company, Zayo Capital, Inc.




          “State PUC” means any state regulatory agency or body that exercises jurisdiction over
the rates or services or the ownership, construction or operation of any long distance network
facility or telecommunications systems or over Persons who own, construct or operate a long
distance network facility or telecommunications systems, in each case, by reason of the nature or
type of the business subject to regulation and not pursuant to laws and regulations of general
applicability to a Person conducting business in such state.




          “State PUC License” means any license, certificate or other authorization issued by
any State PUC to permit the Company and its direct and indirect Subsidiaries to offer intrastate
telecommunications services in the state.




          “Stated Maturity” means, with respect to any installment of interest or principal on
any series of Indebtedness, the date on which such installment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness, and will not
include any contingent obligations to repay, redeem or repurchase any such interest or principal
prior to the date originally scheduled for the payment thereof.







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          “Subsidiary” means, with respect to any Person:





     (1) a corporation a majority of whose Voting Stock is at the time owned or controlled,
directly or indirectly, by such Person, one or more Subsidiaries thereof, or such Person and
one or more Subsidiaries thereof; and




     (2) any other Person (other than a corporation), including,
without limitation, a partnership, limited liability company, business trust
or joint venture, in which such Person, one or more Subsidiaries thereof, or
such Person and one or more Subsidiaries thereof, directly or indirectly, at
the date of determination thereof, has at least majority ownership interest
entitled to vote in the election of directors, managers or trustees thereof
(or other Person performing similar functions).



          “Transfer Agent” means the Person specified in Section 2.03 as the Transfer Agent, and
any and all successors thereto, to receive on behalf of the Registrar any Notes or Exchange Notes
for transfer or exchange pursuant to this Indenture.




          “Treasury Rate” means the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled and published in the most recent
Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two
Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer
published, any publicly available source for similar market data)) most nearly equal to the
then-remaining term of the Notes to March 15, 2013; provided that if the then-remaining term of the
Notes from the redemption date to March 15, 2013, is not equal to the constant maturity of a United
States Treasury security for which a weekly average yield is given, the Treasury Rate will be
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are given, except that if
the then-remaining term of the Notes to March 15, 2013, is less than one year, the weekly average
yield on actually traded United States 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, or any
successor statute.




          “Trustee” means The Bank of New York Mellon Trust Company N.A., as trustee, until a
successor replaces it in accordance with Section 7.08 and thereafter means the successor serving
hereunder.




          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or
all of the perfection or priority of the Collateral Agent’s security interest in any item or
portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction
other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in
effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to
such perfection or priority and for purposes of definitions relating to such provisions.




          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and
are not required to bear the Private Placement Legend.




          “Unrestricted Global Note” means a permanent Global Note, substantially in the form of
Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of
Exchanges of







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Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing Notes that do not bear the Private Placement
Legend.




          “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by
the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution
in compliance with Section 4.12, and any Subsidiary of such Subsidiary.




          “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other
than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two
Business Days prior to such determination.




          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.




          “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is ordinarily entitled to vote in the election of the Board of Directors of such Person.




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing:





     (1) the sum of the products obtained by multiplying (a) the amount of each then-remaining
installment, sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such payment; by




     (2) the then outstanding principal amount of such Indebtedness.


Section 1.02 Other Definitions.




	 	 	 
	 	 	Defined in
	Term	 	Section
	“Activation Notice”
	 	11.08
	“Affiliate Transaction”
	 	4.05
	“Authentication Order”
	 	2.02
	“Blocked Account”
	 	11.08
	“Blocked Account Agreement”
	 	11.08
	“Cash Management Bank”
	 	11.08
	“Change of Control Offer”
	 	4.09
	“Change of Control Purchase Date”
	 	4.09
	“Change of Control Purchase Notice”
	 	4.09
	“Change of Control Purchase Price”
	 	4.09
	“Covenant Defeasance”
	 	8.03
	“DTC”
	 	2.03
	“Event of Default”
	 	6.01
	“Excess Proceeds”
	 	4.07
	“Legal Defeasance”
	 	8.02
	“Note Register”
	 	2.03
	“Paying Agent”
	 	2.03
	“Payment Default”
	 	6.01






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	 	 	Defined in
	Term	 	Section
	“Permitted Indebtedness”
	 	4.03
	“refinancing”
	 	4.04
	“Registrar”
	 	2.03
	“Restricted Payment”
	 	4.04





Section 1.03 Incorporation by Reference of Trust Indenture Act.




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




          The following Trust Indenture Act terms used in this Indenture have the following meanings:




          “obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note 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 1.04 Rules of Construction.




          Unless the context otherwise
requires:




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




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




          (c) “or” is not exclusive;




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




          (e) “will” shall be interpreted to express a command;




          (f) provisions apply to successive events and transactions;




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




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




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




          (j) “including” means “including without limitation.”







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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 Issuers. 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
and the Issuers, 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 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. 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 or the Issuers in reliance thereon,
whether or not notation of such action is made upon such Note.




          (e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record
date for purposes of determining the identity of Holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to
any action by vote or consent authorized or permitted to be given or taken by Holders. Unless
otherwise specified, if not set by the Issuers 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
the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.




          (f) 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.




          (g) Without limiting the generality of the foregoing, a Holder, including DTC, 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 DTC, as 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.





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          (h)
The Issuers may fix a record date for the purpose of
determining the Persons who are beneficial owners of
interests in any Global Note held by DTC entitled under the
procedures of such depositary 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. If such a record date is fixed, the
Holders on such record date or their duly appointed proxy or
proxies, and only such Persons, 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 valid or effective if made,
given or taken more than 90 days after such record date.




ARTICLE 2




THE NOTES


Section 2.01 Form and Dating; Terms.




          (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of
its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.




          (b) Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A hereto (including the Global Note Legend
thereon and the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Notes issued in definitive form shall be substantially in
the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified 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.




     Following the termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent
Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee will, at the written direction of the Company,
cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee,
as the case may be, in connection with transfers of interest as hereinafter provided.




          (c) Terms. 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 Issuers, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.







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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 Issuers pursuant to an offer as provided in
Section 4.07 or a Change of Control Offer as provided in Section 4.09. 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 Issuers 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 with respect to the purchase price thereof and the date from
which the interest accrues) as the Initial Notes; provided that the Issuers’ ability to
issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.03 and Section
4.06. The Notes and any Additional Notes shall be substantially identical other than the issuance
dates, offering price, transfer restrictions and, if applicable, the date from which interest shall
accrue. The Additional Notes shall be secured, equally and ratably with the Notes and any Permitted
Additional Pari Passu Obligations, by a Lien on the Collateral. Except as described under Article
9, the Initial Notes and any Additional Notes subsequently issued under this Indenture will be
treated as a single class for all purposes under this Indenture, including waivers, amendments,
redemptions and offers to purchase, and shall vote together with any Exchange Notes. Unless the
context requires otherwise, references to “Notes” for all purposes of this Indenture include any
Additional Notes that are actually issued. Any Additional Notes shall be issued with the benefit of
an indenture supplemental to this Indenture.




          (d) Euroclear and Clearstream Procedures Applicable. The
provisions of the “Operating Procedures of the Euroclear System” and “Terms and
Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable
to transfers of beneficial interests in the Regulation S Temporary Global Note
and the Regulation S Permanent Global Note that are held by Participants
through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.




          At least one Officer shall execute the Notes on behalf of the
Issuers by manual or facsimile signature.




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




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




          On the Issue Date, the Trustee shall, upon receipt of the Issuers’ order (an
“Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any
time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and
deliver any (i) Additional Notes and (ii) Exchange Notes or private exchange notes for issue only
in an Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights
Agreement, for a like principal amount of Initial Notes. Such Authentication Order shall specify
the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes
pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03 and
Section 4.06.







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


Section 2.03 Registrar and Paying Agent.




          The Issuers shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for
payment (“Paying Agent”), including an office or agency for such purposes in the City of New York,
which shall initially be the corporate trust office of the Trustee located in the City of New York.
The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer
and exchange. The Issuers 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 Issuers may change any Paying Agent or Registrar without prior notice
to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such and any presentation may be made at the
Corporate Trust Office of the Trustee. Either Issuer or any of their Subsidiaries may act as Paying
Agent or Registrar.




          The Issuers initially appoint The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.




          The Issuers initially appoint the Trustee to act as the Paying Agent, Registrar and Transfer
Agent for the Notes and the Registrar to act as Custodian with respect to the Global Notes.



Section 2.04 Paying Agent to Hold Money in Trust.




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



Section 2.05 Holder Lists.




          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with
Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers 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 of Notes and the Issuers shall
otherwise comply with Trust Indenture Act Section 312(a).







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Section 2.06 Transfer and Exchange.




          (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06,
a Global Note may be transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial
interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x)
notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note
or (y) has ceased to be a clearing agency registered under the Exchange Act and, in each case, the
Issuers fail to appoint a successor Depositary, (ii) the Issuers, at their option, notify the
Trustee in writing that they elect to cause the issuance of Definitive Notes or (iii) there will
have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the
occurrence of any of the preceding events in (i), (ii) or
(iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests
therein will be registered in the names, and issued in any approved denominations, requested by or
on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated and delivered in the
form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the
preceding events in (i), (ii) or (iii) above and pursuant to Section 2.06(c), (e) or (f). A Global
Note may not be exchanged for another Note other than as provided in this Section 2.06(a);
provided, however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Sections 2.06(b), (c), (f) and (j).




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:





     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Private Placement Legend; provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may
not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.
No written orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(i), the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with
the Applicable Procedures containing information regarding the Participant account to be
credited with such increase or (B) (1) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to cause to be issued a Definitive




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Note in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depositary to the Registrar containing information regarding
the Person in whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above; provided that in no event shall Definitive Notes
be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary
Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the
Registrar of any certificates required pursuant to Rule 903; provided,
further, that in no event shall a beneficial interest in an Unrestricted Global Note
be credited, or an Unrestricted Definitive Note be issued, to a Person who is an affiliate
(as defined in Rule 144) of the Issuers. Upon consummation of an Exchange Offer by the
Issuers in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii)
shall be deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such beneficial interests
in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or
otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount
of the relevant Global Note(s) pursuant to Section 2.06(h).




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in
the form of a beneficial interest in another Restricted Global Note if the transfer complies with
the requirements of Section 2.06(b)(ii) and the Registrar receives the following:




     (A) if the transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof; or




     (B) if the transferee will take delivery in the form of a beneficial interest in the
Regulation S Temporary Global Note or the Regulation S Permanent Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in
item (2) thereof.




     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted
Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements
of Section 2.06(b)(ii) and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with
the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in
the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of
the Issuers;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with
the Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement;



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     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a beneficial interest in an
Unrestricted Global Note, a certificate from such Holder substantially in the form
of Exhibit C hereto, including the certifications in item (1)(a) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;




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




     (E) such transfer is effected pursuant to an automatic exchange in accordance
with Section 2.06(j) of this Indenture.




     If any such transfer is effected pursuant to subparagraph (B), (D) or (E) above at a
time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the aggregate principal amount of beneficial interests transferred pursuant to subparagraph
(B), (D) or (E) above.




     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial interest in
a Restricted Global Note.




     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.



          (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the
occurrence of any of the events in paragraph (i), (ii) or (iii) of Section 2.06(a) and receipt by
the Registrar of the following documentation:





     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a Restricted Definitive Note, a certificate from such holder
substantially in the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a
certificate substantially in the form of Exhibit B hereto, including the certifications in
item (1) thereof;



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     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(a)
thereof;




     (E) if such beneficial interest is being transferred to the Issuers or any of their Restricted
Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (3)(b) thereof; or




     (F) if such beneficial interest is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (3)(c) thereof;


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee
shall authenticate and deliver to the Person designated in the instructions a Definitive Note in
the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary and the Participant
or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private
Placement Legend and the Regulation S Temporary Global Note Legend, as applicable, and shall be
subject to all restrictions on transfer contained therein.




          (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(i)(A) and (C), a beneficial interest in the Regulation S Temporary
Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted
Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.




          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to
a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the
occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) and if:





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with
the Registration Rights Agreement and the holder of such beneficial interest, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of
the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with
the Registration Rights Agreement;



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     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement;




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from
such holder substantially in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in the form of
an Unrestricted Definitive Note, a certificate from such holder substantially in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




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




     (E) such transfer is effected pursuant to an automatic exchange in accordance with
Section 2.06(j) of this Indenture.



          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of
any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) and satisfaction of the
conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate principal amount
of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the
Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in
the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in
such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from or through the
Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private
Placement Legend.





     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.



          (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest
in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:





     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in
the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;



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     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule
144A, a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(a)
thereof;




     (E) if such Restricted Definitive Note is being transferred to the Issuers or any of their
Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (3)(b) thereof; or




     (F) if such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global
Note, in the case of clause (B) above, the applicable 144A Global Note and, in the case of clause
(C) above, the applicable Regulation S Global Note.




          (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if:





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with
the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person
who is an affiliate (as defined in Rule 144) of the Issuers;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with
the Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement;




     (D) the Registrar receives the following:




     (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form
of Exhibit C hereto, including the certifications in item (1)(c) thereof; or




     (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of a beneficial interest in the Unrestricted



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Global Note, a certificate from such Holder substantially in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




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




     (E) such transfer is effected pursuant to an automatic exchange in accordance with
Section 2.06(j) of this Indenture.



          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii),
the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




          (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes.




          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note
has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e):





     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives the following:




     (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor
must deliver a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(2) thereof; or




     (C) if the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a certificate



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in the form of Exhibit B hereto, including the certifications required by
item (3) thereof, if applicable.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement;




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder substantially in the
form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or




     (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note,
a certificate from such Holder substantially in the form of Exhibit B hereto, including the
certifications in item (4) thereof;




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




     (E) such transfer is effected pursuant to an automatic exchange in accordance with
Section 2.06(j) of this Indenture.




     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder
of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.



          (f) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the
Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 and an Officers’ Certificate and Opinion of Counsel in accordance
with






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Section 15.04, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in the Restricted Global
Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to
be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and
deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the
consummation of an Exchange Offer, and Exchange Notes issued in connection with an Exchange Offer,
shall be treated as a single class of securities under this Indenture.




          (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture:




          (i) Private Placement Legend.





     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note
(and all Notes issued in exchange therefor or substitution therefor other than any Exchange Note)
shall bear the legend in substantially the following form:




“THIS NOTE AND THE GUARANTEES THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT (2) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTES UNDER RULE 144 UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), OFFER, RESELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF
THE SECURITIES UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE



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BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii), (f) or (j)
of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend.




     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially
the following form:




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN
THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE
ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”



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     (iii) Regulation S Temporary Global Note Legend. Each temporary Note that is a
Global Note issued pursuant to Regulation S shall bear a legend in substantially the
following form:




“THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. NEITHER
THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.




NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
TERMS OF THE INDENTURE.”



          (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11.
At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged
for or transferred to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction. If the
beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note shall
be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by
the Depositary at the direction of the Trustee to reflect such increase.




          (i) General Provisions Relating to Transfers and Exchanges.




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




          (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers and
Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 4.07, 4.09 and
9.05).




          (iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or
exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part.




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




          (v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange
any Notes during a period beginning at the opening of business 15 days before the day of mailing





-43-












 




of notice of redemption of Notes for redemption under Section 3.02 and ending at the close
of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part, or (C) to register the transfer of or to exchange a Note between a Record Date
and the next succeeding Interest Payment Date.




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




          (vii) Upon surrender for registration of transfer of any Note at the office or agency of the
Issuers designated pursuant to Section 2.03, the Issuers shall execute, and the Trustee shall, upon
receipt of an Authentication Order, 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.




          (viii) 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 Issuers shall execute, and the Trustee shall, upon receipt of an
Authentication Order, 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
2.06.




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




          (x) 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 transfers between or among
Depository participants or beneficial owners of interests 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.




          (j) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the
option of the Issuers and upon compliance with the following procedures, beneficial interests in a
Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note.
In order to effect such exchange, the Issuers shall provide written notice to the Trustee
instructing the Trustee to (i) direct the Depositary to transfer the specified amount of the
outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global
Note and provide the Depositary with all such information as is necessary for the Depositary to
appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice
to all Holders of such exchange, which notice must include the date such exchange is proposed to
occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the
Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a
condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to
receive from the Issuers, and rely upon conclusively without any liability, an Officers’
Certificate and an Opinion of Counsel, in form and in substance reasonably satisfactory to the
Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note
shall be effected in compliance







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with the Securities Act and the terms and conditions of the Indenture. The Issuers may request from
Holders such information it reasonably determines is required in order to be able to deliver such
Officers’ Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant
to this Section 2.06(j), the Registrar shall reflect on its books and records the date of such
transfer and a decrease and increase, respectively, in the principal amount of the applicable
Restricted Global Note and the Unrestricted Global Note, respectively, equal to the principal
amount of beneficial interests transferred. Following any such transfer pursuant to this Section
2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note
shall be cancelled.



Section 2.07 Replacement Notes.




          If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives
evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the
Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers,
the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a
Note is replaced. The Issuers and/or the Trustee may charge for their expenses in replacing a Note.




          Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



Section 2.08 Outstanding Notes.




          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease
to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.




          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 bona fide purchaser.




          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.




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



Section 2.09 Treasury Notes.




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers,
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 Responsible Officer of the Trustee actually 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






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and that the pledgee is not the Issuers or any obligor upon the Notes or any Affiliate of the
Issuers or of such other obligor.



Section 2.10 Temporary Notes.




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




          Holders 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 Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or
the Paying Agent and no one else shall, at the written direction of the Issuers, cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall
dispose of such cancelled Notes in accordance with its customary procedures. The Issuers may not
issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.



Section 2.12 Defaulted Interest.




          If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes. The Issuers shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at
the same time the Issuers 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 Trustee 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 Trustee shall
promptly notify the Issuers of such special record date. At least 15 days before the special record
date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the
expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each
Holder a notice (which shall be prepared by the Issuers) at his or her address as it appears in the
Note Register that states the special record date, the related payment date and the amount of such
interest to be paid.




          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, which were
carried by such other Note.







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Section 2.13 CUSIP and ISIN Numbers.




          The Issuers 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 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 and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption shall not be affected by any defect in or omission of
such numbers. The Issuers will 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 Issuers elect to redeem Notes pursuant to Section 3.07, it shall furnish to the
Trustee, at least 15 Business Days (or such shorter period as is agreed to by the Trustee) before
notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section
3.03 but not more than 60 days before a Redemption Date, an Officers’ Certificate setting forth (i)
the paragraph or sub-paragraph of such Note and/or Section of this Indenture pursuant to which the
redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be
redeemed and (iv) the redemption price.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.




          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee shall select Notes for redemption or purchase as follows (a) in compliance with
the requirements of the principal national securities exchange, if any, on which the Notes are
listed, which requirements shall be specified in writing by the Issuers to the Trustee; or (b) if
the Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee
deems fair and appropriate. In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less
than 30 nor more than 60 days prior to the Redemption Date by the Registrar and Paying Agent from
the outstanding Notes not previously called for redemption or purchase.




          The Registrar and Paying Agent shall promptly notify the Issuers in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for partial redemption or
purchase, the principal amount thereof to be redeemed or purchased. Notes redeemed in part shall be
redeemed only in integral multiples of $1,000, and 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, 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. Except as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption also apply to portions of Notes called for redemption.



Section 3.03 Notice of Redemption.




          The Issuers shall mail or cause to be mailed by first-class mail notices of redemption at
least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at such Holder’s registered address or otherwise in accordance with the procedures of the
Depository, except that redemption notices may be mailed more than 60 days prior to a Redemption
Date if the







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notice is issued in connection with Article 8 or Article 14. Notices of redemption may not be
conditional, except that any notice of redemption pursuant to Section 3.07(c) may, at an Issuer’s
discretion, be subject to completion of an Equity Offering.




          The notice shall identify the Notes to be redeemed (including CUSIP and/or ISIN numbers) and
shall state:





     (a) the Redemption Date;




     (b) the redemption price;




     (c) if any Note is to be redeemed in part only, the portion of the principal amount of that
Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion of the original Note representing
the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the
Notes upon cancellation of the original Note;




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




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




     (f) that, unless the Issuers default in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the Redemption Date;




     (g) 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




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



          At the Issuers’ request, the Trustee shall give the notice of redemption in the name of each
Issuer and at their expense; provided that the Issuers shall have delivered to the Trustee,
at least 5 Business Days before notice of redemption is required to be mailed or caused to be
mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officers’ Certificate requesting that the Trustee give such notice and a copy of the
notice containing the information required 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. 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 by mail 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
thereof called for redemption.







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Section 3.05 Deposit of Redemption or Purchase Price.




          Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or
purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all
Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly
return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in
excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on,
all Notes to be redeemed or purchased.




          If the Issuers comply with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but
on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the
redemption or purchase date shall be paid to the Person in whose name such Note was registered at
the close of business on such Record Date. If any Note called for redemption or purchase shall not
be so paid upon surrender for redemption or purchase because of the failure of the Issuers to
comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption or purchase date until such principal is paid, and to the extent lawful on any interest
accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the
rate provided in the Notes.



Section 3.06 Notes Redeemed or Purchased in Part.




          Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and
the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the
same indebtedness to the extent not redeemed or purchased; provided that each new Note will
be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is
understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication
Order and not an Opinion of Counsel or Officers’ Certificate is required for the Trustee to
authenticate such new Note.



Section 3.07 Optional Redemption.




          (a) At any time prior to March 15, 2013, the Issuers may redeem all or part of the Notes at a
redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the
Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and
Additional Interest, if any, to the date of redemption, subject to the rights of Holders of Notes
on the relevant record date to receive interest due on the relevant interest payment date.




          (b) On or after March 15, 2013, the Issuers may redeem all or a part of the Notes, at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on
the relevant interest payment date, if redeemed during the 12-month period beginning on March 15 of
the years indicated below:




	 	 	 	 	 
	 	 	Redemption	 
	Year	 	Price	 
	2013
	 	 	105.125	%
	2014
	 	 	102.563	%
	2015 and thereafter
	 	 	100.000	%






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          (c) At any time prior March 15, 2013, the Issuers may redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture (including any Additional Notes) at a
redemption price of 110.25% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest, if any, thereon to the redemption date, subject to the rights of Holders of
Notes on the relevant record date to receive interest due on the relevant interest payment date,
with the net cash proceeds of one or more Equity Offerings; provided that at least (i) 65%
of the aggregate principal amount of Notes issued under this Indenture (including any Additional
Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Issuers or their Affiliates) and (ii) the redemption must occur within 90 days of the
date of the closing of such Equity Offering.




          (d) In addition to the Issuers’ rights to redeem the Notes as set forth above, the Issuers may
purchase Notes in open-market transactions, tender offers or otherwise.



Section 3.08 Mandatory Redemption.




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




ARTICLE 4




COVENANTS


Section 4.01 Payment of Principal, Premium and Interest.




          The Issuers shall duly and punctually pay the principal of, premium, if any, and interest on
the Notes in accordance with the terms of the Notes and this Indenture.



Section 4.02 Corporate Existence.




          Subject to Section 5.01, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect the existence (corporate or otherwise) and related
rights and franchises (charter and statutory) of the Company and each Restricted Subsidiary;
provided, however, that the Company shall not be required to preserve any such
right or franchise or the existence (corporate or otherwise) of any such Restricted Subsidiary if
the Board of Directors of the Company shall determine that the preservation thereof is no longer
necessary or desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole and that the loss thereof could not reasonably be expected to have a
material adverse effect on the ability of the Issuers to perform their obligations hereunder; and
provided, further, however, that the foregoing shall not prohibit a sale,
transfer or conveyance of a Restricted Subsidiary or any of its assets in compliance with the terms
of this Indenture.



Section 4.03 Limitation on Indebtedness.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any
Indebtedness; provided that the Company or any Guarantor may Incur Indebtedness if, after
giving effect to the Incurrence of such Indebtedness and the receipt and application of the
proceeds therefrom, the Consolidated Leverage Ratio would be positive and less than 4.25 to 1.




          (b) Section 4.03(a) will not prohibit the Incurrence of any of the following items of
Indebtedness (collectively, “Permitted Indebtedness”):







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     (1) the Incurrence by the Company or any Guarantor of Indebtedness under the Credit Agreement
(including, without limitation, the Incurrence by the Company and the Guarantors of Guarantees
thereof) in an aggregate amount at any one time outstanding pursuant to this clause (1) not to
exceed $85 million;




     (2) the Incurrence of Existing Indebtedness;




     (3) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes
(other than Additional Notes) and the Exchange Notes in respect thereof and the related Note
Guarantees;




     (4) the Incurrence by the Company or any Guarantor of Indebtedness represented by Capital
Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for
the purpose of financing all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment used in the business of the Company or such Guarantor
(including any reasonably related fees or expenses Incurred in connection with such acquisition,
construction or improvement), in an aggregate amount, including all Permitted Refinancing
Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this
clause (4), not to exceed, at any time outstanding, the sum of (i) $45 million and (ii) 2.5% of the
consolidated total assets of the Company (excluding Unrestricted Subsidiaries and determined as of
the end of the most recent quarter of the Company for which internal financial statements are
available) at any time outstanding;




     (5) the Incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing
Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or
replace Indebtedness that was permitted by this Indenture to be Incurred under Section 4.03(a) or
clauses (2), (3), (5), or (14) of this Section 4.03(b);




     (6) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness owing to and
held by the Company or any Restricted Subsidiary; provided that:




     (a) if the Company or any Guarantor is the obligor on such Indebtedness and such Indebtedness
is owed to a non-Guarantor Restricted Subsidiary, such Indebtedness must be unsecured and expressly
subordinated in right of payment to the prior payment in full in cash of all Obligations with
respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a
Guarantor; and




     (b) (i) any event that results in any such Indebtedness being held by a Person other than the
Company or a Restricted Subsidiary (except for any pledge of such Indebtedness constituting a
Permitted Lien until the pledgee commences actions to foreclose on such Indebtedness) will be
deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);




     (7) the Guarantee by the Company or any Guarantor of Indebtedness of the Company or a
Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 4.03;



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     (8) the Incurrence by the Company or any Guarantor of Hedging Obligations that are Incurred
for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency
exchange rate risk (or to reverse or amend any such agreements previously made for such purposes),
and not for speculative purposes;




     (9) the Incurrence by the Company or any Guarantor of Indebtedness arising from agreements
providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees
or letters of credit, surety bonds or performance bonds securing any obligations of the Company or
any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the
disposition or acquisition of any business, assets or Capital Stock of a Guarantor (other than
Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business,
assets or Capital Stock of a Guarantor for the purpose of financing such acquisition), so long as
the amount does not exceed the gross proceeds actually received by the Company or any Guarantor in
connection with such disposition;




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




     (11) the Incurrence by the Company or any Guarantor of Indebtedness in respect of bid,
performance or surety bonds or letters of credit issued in the ordinary course of business,
including letters of credit supporting lease obligations or supporting such bid, performance or
surety bonds or in respect of workers’ compensation claims, or other Indebtedness with respect to
reimbursement obligations regarding workers’ compensation claims; provided that, upon the
drawing of such letters of credit or the Incurrence of such repayment or reimbursement obligations
under any such bid, performance or surety bonds, such obligations are reimbursed within 30 days
following such drawing or Incurrence;




     (12) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness to the extent
the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the
Notes as described under Sections 8.02, 8.03 or 14.01;




     (13) customer deposits and advance payments received from customers for goods and services
sold in the ordinary course of business; or




     (14) the Incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate
amount at any one time outstanding, including all Permitted Refinancing Indebtedness Incurred to
refund, refinance or replace any Indebtedness Incurred pursuant to this clause (14), not to exceed
$25 million.



          (c) For purposes of determining compliance with this Section 4.03, in the event that any
proposed Indebtedness meets the criteria of more than one of the categories described in clauses
(1) through (14) of Section 4.03(b), or is entitled to be Incurred pursuant to Section 4.03(a), the
Company will be permitted to classify, and may later reclassify, such item of Indebtedness or a
part thereof in any manner that complies with this covenant. Notwithstanding the foregoing,
Indebtedness under the Credit Agreement outstanding on the Issue Date, if any, will be deemed to
have been Incurred on such date in reliance on the exception provided by Section 4.03(b)(1) above.







-52-









 








          (d) 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 (or first committed, in the case of revolving credit debt);
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.




          (e) The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if
Incurred in a different currency from this Indebtedness being refinanced, shall be calculated based
on the currency exchange rate applicable to the currencies in which such respective Indebtedness is
denominated that is in effect on the date of such refinancing.




          (f) The accretion of original issue discount shall be deemed not to be an Incurrence of
Indebtedness.




          (g) The Company will not Incur any Indebtedness that is subordinate in right of payment to any
other Indebtedness of the Company unless it is subordinate in right of payment to the Notes at
least to the same extent. The Company will not permit the Co-Issuer or any Guarantor to Incur any
Indebtedness that is subordinate in right of payment to any other Indebtedness of the Co-Issuer or
such Guarantor, as the case may be, unless it is subordinate in right of payment to the Notes or
such Guarantor’s Note Guarantee, as the case may be, at least to the same extent. For purposes of
this Indenture, no Indebtedness will be deemed to be subordinated in right of payment to any other
Indebtedness of the Issuers or any Guarantor, as applicable, solely by reason of any Liens or
Guarantees arising or created in respect thereof.



Section 4.04 Limitation on Restricted Payments.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, take any of the following actions (each, a “Restricted Payment”):





	 	(i)	 	declare or pay any dividend or make any other payment or distribution with respect to any
of the Company’s or any Restricted Subsidiary’s Equity Interests (including, without limitation,
any payment in connection with any merger or consolidation involving the Company or any Restricted
Subsidiary) or to the direct or indirect holders of the Company’s or any Restricted Subsidiary’s
Equity Interests in their capacity as such (other than dividends, payments or distributions (x)
payable in Equity Interests (other than Disqualified Stock) of the Company or (y) to the Company or
a Restricted Subsidiary);
	 
	 	(ii)	 	purchase, redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company or any Restricted Subsidiary)
any Equity Interests of the Company held by any Person (other than by a Restricted Subsidiary) or
any Equity Interests of any Restricted Subsidiary held by any Person (other than by the Company or
another Restricted Subsidiary);
	 
	 	(iii)	 	call for redemption or make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value, prior to the Stated Maturity thereof, any
Indebtedness that is subordinated in right of payment to the Notes or any Note Guarantee






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	 	 	 	except (a) in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case due within one year of the date of such payment, purchase
or other acquisition or (b) intercompany Indebtedness permitted to be Incurred pursuant to
Section 4.03(b)(6); or






	 	(iv)	 	make any Investment (other than a Permitted Investment) in any Person;





unless, at the time of and after giving pro forma effect to such Restricted Payment:





     (1) no Default or Event of Default will have occurred and be continuing or would occur as a
consequence thereof;




     (2) the Company could Incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Leverage Ratio test set forth in Section 4.03(a); and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and the Restricted Subsidiaries after the Issue Date (excluding
Restricted Payments permitted by clauses (2), (3), (4) and (5) of Section 4.04(b)), is less than
the sum, without duplication, of:




     (a) (x) the aggregate Consolidated Cash Flow accrued in the period beginning on the first day
of the fiscal quarter beginning on January 1, 2010, and ending on the last day of the most recent
fiscal quarter for which internal financial statements are available prior to the date of such
proposed Restricted Payment (or, if such Consolidated Cash Flow for such period is a deficit, less
100% of such deficit), less (y) 1.5 times consolidated interest expense during such period; plus




     (b) the aggregate net cash proceeds received by the Company since the Issue Date as a
contribution to its common equity capital or from the issue or sale of Equity Interests (other than
Disqualified Stock) of the Company and the amount of reduction of Indebtedness of the Company or
its Restricted Subsidiaries that has been converted into or exchanged for such Equity Interests
(other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Company); plus




     (c) with respect to Investments (other than Permitted Investments) made by the Company and the
Restricted Subsidiaries after the Issue Date, an amount equal to the net reduction in such
Investments in any Person (except, in each case, to the extent any such amount is included in the
calculation of Consolidated Net Income), resulting from repayment to the Company or any Restricted
Subsidiary of loans or advances or from the receipt of net cash proceeds from the sale of any such
Investment, from the release of any Guarantee (except to the extent any amounts are paid under such
Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to
exceed, in each case, the amount of such Investments previously made by the Company or any
Restricted Subsidiary in such Person; plus




     (d) $20 million.



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          (b) The provisions of Section 4.04(a) shall not prohibit the following; provided that, in the
case of clauses (7), (8) and (9) below only, no Default has occurred and is continuing or would be
caused thereby:




     (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said
date of declaration such payment would have complied with the provisions of this Indenture, and the
redemption of any Indebtedness that is subordinated in right of payment to the Notes or the Note
Guarantees within 60 days after the date on which notice of such redemption was given, if at said
date of the giving of such notice, such redemption would have complied with the provisions of this
Indenture;




     (2) the payment of any dividend by a Restricted Subsidiary to all the holders of its Common
Stock on a pro rata basis;




     (3) any Restricted Payment in exchange for, or out of the net cash proceeds of a contribution
to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary
of the Company) of, Equity Interests (other than Disqualified Stock) of the Company; provided that
the amount of any such net cash proceeds that are utilized for such Restricted Payment will be
excluded from Section 4.04(a)(3)(b);




     (4) the redemption, repurchase, defeasance or other acquisition or retirement for value of
Indebtedness that is subordinated in right of payment to the Notes or the Note Guarantees (no more
than 90 days prior to the maturity thereof) in exchange for or with the net cash proceeds from a
substantially concurrent Incurrence (other than to a Subsidiary of the Company) of, Permitted
Refinancing Indebtedness; (5) the repurchase of Capital Stock deemed to occur upon the exercise of
options or warrants to the extent that such Capital Stock represents all or a portion of the
exercise price thereof and applicable withholding taxes, if any;




     (6) the payment of cash in lieu of fractional Equity Interests pursuant to the exchange or
conversion of any exchangeable or convertible securities; provided, that such payment shall not be
for the purpose of evading the limitations of this covenant (as determined by the Board of
Directors of the Company in good faith);




     (7) the repurchase, redemption or other acquisition or retirement for value of any Equity
Interests of the Company, or the dividend or other distribution, directly or indirectly, to CII, to
fund the repurchase, redemption or other acquisition or retirement for value of any Equity
Interests of CII, in each case held by any current or former employee or director of the Company
(or any Subsidiaries) pursuant to the terms of any employee equity subscription agreement, stock
option agreement or similar agreement entered into in the ordinary course of business; or, prior to
the Company’s initial public offering, a distribution or dividend, directly or indirectly, to any
of the Company’s direct or indirect parent companies for the purpose of enabling CII to effect a
repurchase, redemption or other acquisition or retirement of the Equity Interests in CII from one
or more of its equity investors that fail to comply with their funding commitments under the CII
Limited Liability Company Agreement; provided that the aggregate price paid, or distributed or paid
out as a dividend under this clause (7) in any calendar year will not exceed $5 million (with
unused amounts in any calendar year being carried over to succeeding years) or, in the event any
unused amounts of any previous year are being carried over, $7.5 million;



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     (8) the declaration and payment of dividends to holders of any class or series of Disqualified
Stock of the Company or any Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary,
in each case issued in accordance with Section 4.03; and




     (9) other Restricted Payments in an aggregate amount not to exceed $20 million.



          (c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted
Payment.




	Section 4.05 Limitation on Transactions with Affiliates.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew
or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or
for the benefit of, any of their Affiliates (each, an
“Affiliate Transaction”), unless:




	 	(1)	 	such Affiliate Transaction is on fair and reasonable terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that
is not an Affiliate of the Company or any Restricted Subsidiary; and
	 
	 	(2)	 	the Company delivers to the Trustee:






	 	(a)	 	with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $15 million, a Board Resolution set forth in an
Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate
Transactions complies with this covenant and that such Affiliate Transaction or series of related
Affiliate Transactions has been approved by a majority of the Disinterested Members; and
	 
	 	(b)	 	with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $30 million, an opinion issued by an independent
accounting, appraisal or investment banking firm of national standing stating that such Affiliate
Transaction or series of related Affiliate Transactions is fair to the Company or such Restricted
Subsidiary from a financial point of view.






          (b) The following items will be deemed not to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.05(a):





	 	(1)	 	transactions between or among the Company and/or its Restricted Subsidiaries;
	 
	 	(2)	 	Restricted Payments that are permitted under Section 4.04;
	 
	 	(3)	 	any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company;
	 
	 	(4)	 	transactions pursuant to agreements or arrangements in effect on the Issue Date and
described in the Offering Memorandum, or any amendment, modification, or supplement




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	 	 	 	thereto or renewal or replacement thereof, as long as such agreement or arrangement, as
so amended, modified, supplemented, renewed or replaced, taken as a whole, is not materially
more disadvantageous to the Company and the Restricted Subsidiaries than the agreement or
arrangement in existence on the Issue Date as determined by a majority of the Disinterested
Members of the Board of Directors of the Company evidenced by a Board Resolution;






	 	(5)	 	payments by the Company (and any direct or indirect parent thereof) and its
Subsidiaries pursuant to tax sharing agreements among the Company (and any such parent) and
its Subsidiaries on customary terms to the extent attributable to the ownership or operation
of the Company and its Subsidiaries; provided that in each case the amount of such payments
in any fiscal year does not exceed the amount that the Company, its Restricted Subsidiaries
and its Unrestricted Subsidiaries (to the extent of amounts received from Unrestricted
Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes
for such fiscal year were the Company and its Subsidiaries (to the extent described above)
to pay such taxes separately from any such parent entity;
	 
	 	(6)	 	payment of reasonable and customary fees to, and reasonable and customary
indemnification arrangements and similar payments on behalf of, directors of the Company or
any Subsidiary thereof; and
	 
	 	(7)	 	any employment, consulting, service or termination agreement, or reasonable and
customary indemnification arrangements, entered into by the Company or any Restricted
Subsidiary with officers and employees of the Company or any Subsidiary thereof and the
payment of compensation to officers and employees of the Company or any Subsidiary thereof
(including amounts paid pursuant to employee benefit plans, employee stock option or similar
plans), so long as such agreement or payment have been approved by a majority of the
Disinterested Members.






	Section 4.06 Limitation on Liens.




             The Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume
or otherwise cause or suffer to exist or become effective any Lien of any kind (other than
Permitted Liens) upon any of their property or assets, now owned or hereafter acquired.




	Section 4.07 Limitation on Sale of Assets.




             (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate an
Asset Sale unless:




	 	(1)	 	the Company (or the Restricted Subsidiary, as the case may be) receives consideration at
the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity
Interests issued or sold or otherwise disposed of;
	 
	 	(2)	 	at least 75% of the consideration therefor received by the Company or such Restricted
Subsidiary is in the form of:






	 	(a)	 	Cash Equivalents (including any Cash Equivalents received from the conversion within 90
days of such Asset Sale of any securities, notes or other obligations received in consideration of
such Asset Sale); or




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	 	(b)	 	Replacement Assets; or
	 
	 	(c)	 	any combination of the consideration specified in clauses (a) and (b); and






	 	(3)	 	in the case of an Asset Sale of Collateral, all consideration from such Asset Sale
that is not in the form of Cash Equivalents is pledged as Collateral to secure the Notes
concurrently with or immediately after the acquisition.




            (b) Any Net Available Cash received by the Company or any Restricted Subsidiary from any Asset
Sale:




	 	(1)	 	in the case of any Asset Sale of Collateral, (A) shall be reinvested within 360 days in
Replacement Assets; provided that (x) to the extent the assets subject to such Asset Sale were
Collateral, such newly acquired assets shall also be Collateral and (y) the purchase of the
Replacement Assets is consummated no later than (i) the 360th day after such Asset Sale
or (ii) so long as a binding agreement with respect to the purchase of Replacement Assets is
entered into within 360 days after the Asset Sale, 90 days after the date of such binding
agreement, or (B) shall otherwise be used to make an Offer to Purchase (as described below) in
accordance with the following paragraph; or
	 
	 	(2)	 	in the case of any Asset Sale of assets not constituting Collateral, may be applied (A) as
provided in the immediately preceding clause (1) above or (B) within 365 days of receipt of such
Net Available Cash, to permanently reduce any Indebtedness constituting Indebtedness of a
non-Guarantor Subsidiary or to permanently reduce any unsubordinated Indebtedness of the Issuers or
any Guarantor (in each case owing to a Person other than the Company or any Affiliate of the
Company) (and, if the obligation repaid is revolving credit Indebtedness, to correspondingly reduce
loan commitments with respect thereto).




            (c) The amount of such Net Available Cash required to be applied (or to be committed to be
applied) during such 365 day period as set forth in Section 4.07(b) and not applied (or committed
to be applied) as so required by the end of such period shall constitute “Excess Proceeds.” If, as
of the first day of any calendar month, the aggregate amount of Excess Proceeds totals at least $25
million, the Company must commence, not later than the 15th Business Day of such month, and
consummate an Offer to Purchase, from the Holders and all holders of other Pari Passu Debt
containing provisions similar to those set forth in this Indenture with respect to offers to
purchase with the proceeds of sales of assets, the maximum principal amount of Notes and such other
Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any such Offer
to Purchase will be equal to 100% of the principal amount (or accreted value, if applicable) of the
Notes and such other Pari Passu Debt plus accrued and unpaid interest and Additional Interest, if
any, to the date of purchase, subject to the rights of Holders of Notes on the relevant record date
to receive interest on the relevant interest payment date, and will be payable in cash. To the
extent that any Excess Proceeds remain after consummation of an Offer to Purchase pursuant to this
Section 4.07, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by
this Indenture, and those Excess Proceeds shall no longer constitute “Excess Proceeds.”


            (d) Except in the case of an Asset Sale of Collateral, for the purposes of this Section 4.07,
the following are deemed to be Cash Equivalents: the assumption of (i) Indebtedness of the Company
(other than Disqualified Stock or Indebtedness that is by its terms subordinated in right of
payment to the Notes) or (ii) Indebtedness of any Restricted Subsidiary (other than Indebtedness of
a Guarantor that is by its terms subordinated in right of payment to the Notes or Disqualified
Stock of any Guarantor),



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 and, in each case, the full and unconditional release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset Sale.




Section 4.08 Future Subsidiary Note Guarantees.



          (a) If the Company or any Restricted Subsidiary acquires or creates another Domestic
Subsidiary on or after the Issue Date, then that newly acquired or created Domestic Subsidiary must
become a Guarantor and (i) execute a supplemental indenture, (ii) deliver an Opinion of Counsel to
the Trustee, (iii) execute supplements to the applicable Security Documents in order to grant a
Lien in the Collateral owned by such entity to the same extent as that set forth in this Indenture
and the Security Documents and (iv) take all actions required by the Security Documents to perfect
such Lien, provided that the obligation of such Domestic Subsidiary shall be subject to its
obtaining prior approval of any State PUC if so required by applicable law.


          (b) The Company will not permit any Restricted Subsidiary, directly or indirectly, to
Guarantee any Indebtedness of the Issuers or any Guarantor unless such Restricted Subsidiary (ii)
is a Guarantor or (ii) within ten days executes and delivers to the Trustee an Opinion of Counsel
and a supplemental indenture providing for the Guarantee of the payment of the Notes by such
Restricted Subsidiary, which Guarantee will rank senior in right of payment to or equally in right
of payment with such Subsidiary’s Guarantee of such other Indebtedness.



Section 4.09 Purchase of Notes upon a Change of Control.



          (a) Unless the Issuers have previously or concurrently mailed a redemption notice with respect
to all the outstanding Notes as described in Section 3.03, the Issuers must commence, within 30
days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes
then outstanding, at a purchase price in cash equal to 101% of the aggregate principal amount of
the Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, thereon,
to the date of repurchase, subject to the rights of Holders of Notes, on the relevant record date
to receive interest due on the relevant interest payment date.


          (b) The Issuers will not be required to make an Offer to Purchase upon a Change of Control if
a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance
with the requirements set forth in the Indenture applicable to an Offer to Purchase made by the
Issuers and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase.



Section 4.10 Limitation on Sale and Leaseback Transactions.


          The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale
and Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a
Sale and Leaseback Transaction with respect to assets or properties other than Collateral if:




	 	(1)	 	the Company or such Restricted Subsidiary, as applicable, could have (a) Incurred
Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback
Transaction and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.06;
	 
	 	(2)	 	the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the
Fair Market Value of the property that is the subject of that Sale and Leaseback Transaction; and




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	 	(3)	 	the transfer of assets in that Sale and Leaseback Transaction is permitted by, and
the Company applies the proceeds of such transaction in compliance with Section 4.07.





Section 4.11 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.



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




	 	(1)	 	pay dividends or make any other distributions on its Capital Stock (or with respect to any
other interest or participation in, or measured by, its profits) 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)	 	pay any liabilities owed to the Company or any of Restricted Subsidiary;
	 
	 	(3)	 	make 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
	 
	 	(4)	 	transfer any of its properties or assets to the Company or any Restricted Subsidiary.






	 	(b)	 	Section 4.11(a) will not apply to encumbrances or restrictions:






	 	(1)	 	existing under, by reason of or with respect to the Credit Agreement as in effect on the
Issue Date, Existing Indebtedness, the Security Documents or any other agreements in effect on the
Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements,
refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions
in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings,
replacements or refinancings, taken as a whole, are not, as determined by the Company in good
faith, materially more restrictive than those contained in the Credit Agreement, the Security
Documents, Existing Indebtedness or such other agreements, as the case may be, as in effect on the
Issue Date;
	 
	 	(2)	 	set forth in this Indenture, the Notes and the Note Guarantees;
	 
	 	(3)	 	existing under or by reason of applicable law, rule, regulation or order;
	 
	 	(4)	 	with respect to any Person or the property or assets of a Person acquired by the Company
or any Restricted Subsidiary existing at the time of such acquisition and not incurred in
connection with or in contemplation of such acquisition, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, and any amendments, modifications, restatements,
renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that
the encumbrances and restrictions in any such amendments, modifications, restatements, renewals,
extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not, as
determined by the Company in good faith, materially more restrictive than those in effect on the
date of the acquisition;




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	 	(5)	 	that restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar property or
asset;
	 
	 	(6)	 	existing by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary
not otherwise prohibited by this Indenture;
	 
	 	(7)	 	arising or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from the value of
property or assets of the Company or any Restricted Subsidiary in any manner material to the
Company or any Restricted Subsidiary, as determined by the Company in good faith;
	 
	 	(8)	 	that restrict distributions or transfer by a Restricted Subsidiary if such restrictions
exist under, by reason of or with respect to any agreement for the sale or other disposition
of all or substantially all of the Capital Stock of, or property and assets of, that
Restricted Subsidiary and are pending such sale or other disposition;
	 
	 	(9)	 	on cash or other deposits or net worth, which encumbrances or restrictions are imposed
by customers or suppliers or required by insurance, surety or bonding companies, in each
case, under contracts entered into in the ordinary course of business;
	 
	 	(10)	 	arising from customary provisions in joint venture agreements and other similar
agreements entered into in the ordinary course of business and which the Board of Directors
of the Company determines in good faith will not adversely affect the Issuers’ ability to
make payments of principal or interest on the Notes; and
	 
	 	(11)	 	arising from purchase money obligations Incurred in compliance with Section 4.03(b)(4)
that impose restrictions of the nature described in Section 4.11(a)(4) above on the assets
acquired.





Section 4.12 Designation of Restricted and Unrestricted Subsidiaries.



          (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary; provided that:




	 	(1)	 	any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the
Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Company or
such Restricted Subsidiary, as the case may be, at the time of such designation, and such
Incurrence of Indebtedness would be permitted under Section 4.03;
	 
	 	(2)	 	the aggregate Fair Market Value of all outstanding Investments owned by the Company and
the Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the
Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be
an Investment made as of the time of such designation and that such Investment would be permitted
under Section 4.04;
	 
	 	(3)	 	such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold any
Lien on any property or assets of, or have any Investment in, the Company or any Restricted
Subsidiary;




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	 	(4)	 	the Subsidiary being so designated:






	 	(i)	 	is not party to any agreement, contract, arrangement or understanding with the Company or
any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of the Company;
	 
	 	(ii)	 	is a Person with respect to which neither the Company nor any Restricted Subsidiary has
any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to
maintain or preserve such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results; and
	 
	 	(iii)	 	has not Guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any Restricted Subsidiary, except to the extent such Guarantee or
credit support would be released upon such designation; and






	 	(5)	 	no Default or Event of Default would be in existence following such designation.




          Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary will be evidenced to
the Trustee by delivering to the Trustee the Board Resolution giving effect to such designation and
an Officers’ Certificate and an Opinion of Counsel certifying that such designation complied with
the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted
Subsidiary (x) would fail to meet any of the preceding requirements described in clause (4) above,
it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any
Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be
Incurred or made by a Restricted Subsidiary as of such date, and if such Indebtedness, Investments
or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Issuers
will be in default under this Indenture.


          (b) The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that:




	 	(1)	 	such designation will be deemed to be an Incurrence of Indebtedness by a Restricted
Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if such Indebtedness is permitted under Section 4.03;
	 
	 	(2)	 	all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be
made as of the time of such designation and such designation will only be permitted if such
Investments would be permitted under Section 4.04;
	 
	 	(3)	 	all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of
such designation would be permitted under Section 4.06; and
	 
	 	(4)	 	no Default or Event of Default would be in existence following such designation.






	 	 	Section 4.13 Business Activities.




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



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Section 4.14 Payments for Consent.




          The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of 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 to all Holders that may
legally participate in the transaction, in the structure proposed by the Company, and is paid to
all such Holders of the Notes that consent, waive or agree to amend in the time frame and in the
manner set forth in the solicitation documents relating to such consent, waiver or agreement.



Section 4.15 Provision of Financial Information.



          (a) The Issuers will (i) furnish to the Trustee, (ii) upon request, furnish to beneficial
owners and prospective investors and (iii) prior to the consummation of the Exchange Offer, make
publicly available on its website, a copy of all of the information and reports referred to in
clauses (1) and (2) below within the time periods specified in the SEC’s rules and regulations:




     (1) all quarterly and annual financial information that would be required to be contained in a
filing with the SEC on Forms 10-Q and 10-K if the Issuers 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 certified independent accountants; and




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


          (b) After consummation of the Exchange Offer contemplated by the Registration Rights
Agreement, whether or not required by the SEC, the Issuers will comply with the periodic reporting
requirements of the Exchange Act and will file the reports specified in Section 4.15(a) with the
SEC within the time periods specified in Section 4.15(a) unless the SEC will not accept such a
filing. The Issuers will not take any action for the purpose of causing the SEC not to accept any
such filings. If, notwithstanding the foregoing, the SEC will not accept any Issuer’s filings for
any reason, such Issuer will deliver a copy of such reports to the Trustee and post the reports
referred to in the preceding paragraph on its website within the time periods that would apply if
such Issuer were required to file those reports with the SEC.


          (c) If the Company has designated as Unrestricted Subsidiaries any of its Subsidiaries that is
a Significant Subsidiary or that, when taken together with all other Unrestricted Subsidiaries,
would be a Significant Subsidiary, then the quarterly and annual financial information required by
this Section 4.15 will include a reasonably detailed presentation, either on the face of the
financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” of the financial condition and results of
operations of the Company and the Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries.


          (d) Notwithstanding the foregoing, if any parent of the Company becomes a Guarantor, the
reports, information and other documents required to be filed and provided in accordance with
clause (a) and (b) above may be those of such parent, rather than those of the Company, so long as
such filings would satisfy the SEC’s requirements.




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          (e) So long as any Notes remain outstanding the Issuers and the Guarantors shall
furnish to the Holders and to prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.



Section 4.16 Statement by Officers as to Default.




          (a) The Issuers will deliver to the Trustee, on or before a date not more than 90 days after
the end of each fiscal year of the Issuers, an Officers’ Certificate, as to compliance herewith,
including whether or not, after a review of the activities of the Issuers during such year and of
the Issuers’ and each Guarantor’s performance under this Indenture, to the best knowledge, based on
such review, of the signers thereof, the Issuers and each Guarantor have fulfilled all of their
respective obligations and are in compliance with all conditions and covenants under this Indenture
throughout such year, as the case may be, and, if there has been a Default specifying each Default
and the nature and status thereof and any actions being taken by the Issuers and the Guarantors
with respect thereto.




          (b) When any Default or Event of Default has occurred and is continuing, the Issuers shall
deliver to the Trustee by registered or certified mail or facsimile transmission of an Officers’
Certificate specifying such Default or Event of Default, within five Business Days after becoming
aware of the occurrence of such Default or Event of Default.



Section 4.17 Maintenance of Insurance.




          (a) At all times, at their own expense, the Company shall cause to be carried and
maintained by all the Grantors with reputable insurers, insurance (including property insurance,
liability insurance, business interruption insurance, and workers’ compensation insurance) of the
kinds and in the amounts and with deductibles as are customarily maintained by prudent businesses
in similar circumstances, carrying on similar businesses or having comparable properties and
reasonably acceptable to the Collateral Agent.




          (b) The Collateral Agent shall be named as an additional insured and loss payee (as
appropriate) with respect to all insurance maintained by the Grantors on the Collateral. Upon
request of the Collateral Agent, the Company shall furnish to the Collateral Agent such information
relating to its property and property of the other Grantors and liability insurance carriers as may
be reasonably requested from time to time.




          (c) No provision of this Section 4.17 shall impose on the Collateral Agent or the Trustee any
duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the
Company or the other Grantors, nor shall the Collateral Agent or the Trustee be responsible for any
representations or warranties made by or on behalf of the Company to any insurance company or
underwriter. Any failure on the part of the Collateral Agent, the Trustee or the Holders to pursue
or obtain the evidence of insurance required by this Section 4.17 from the Company or the other
Grantors and/or failure of the Collateral Agent, the Trustee or Holders to point out any
non-compliance of such evidence of insurance shall not constitute a waiver of any of the insurance
requirements in this Section 4.17.




          (d) During the existence and continuation of an Event of Default, all insurance proceeds or
condemnation proceeds received by the Company or any of its Subsidiaries in respect of any
Collateral shall, if so directed by the Collateral Agent, be held in the Loan and Notes Collateral
Account held by the Collateral Agent for the benefit of the Holders pending application of such
proceeds as permitted by this Indenture, the Intercreditor Agreement and the other Security
Documents.







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Section 4.18 Maintenance of Properties.




          Each Issuer will, and will cause each of its Subsidiaries to, maintain or cause to be
maintained in the ordinary course of business in good repair, working order and condition, normal
wear and tear and disposal of obsolete equipment excepted, all properties used or useful in its
business (whether owned or held under lease), and from time to time make or cause to be made all
needed and appropriate repairs, renewals, replacements, additions, betterments, and improvements
thereto, except where the failure to do so could not reasonably be expected to have a material
adverse effect.




ARTICLE 5




SUCCESSORS


Section 5.01 Consolidation, Merger or Sale of Assets.




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





     (1) immediately after giving effect to such transaction, no Default or Event of Default
exists;




     (2) either:




     (a) such Issuer is the surviving corporation; or




     (b) the Person formed by or surviving any such consolidation or merger (if other than such
Issuer) or to which such sale, assignment, transfer, conveyance or other disposition will have been
made (i) is a Person organized or existing under the laws of the United States, any state thereof
or the District of Columbia; provided that in the case where such Person is not a corporation, a
co-obligor of the Notes is a corporation organized or existing under such laws and (ii) assumes all
the obligations of such Issuer under the Notes, this Indenture and the Security Documents pursuant
to a supplemental indenture reasonably satisfactory to the Trustee;




     (3) immediately after giving effect to such transaction on a pro forma basis, (i) such Issuer
or the Person formed by or surviving any such consolidation or merger (if other than such Issuer),
or to which such sale, assignment, transfer, conveyance or other disposition will have been made,
will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Leverage Ratio test set forth in Section 4.03(a); or (ii) the Consolidated Leverage Ratio is
positive and less than the Company’s Consolidated Leverage Ratio immediately prior to such
transaction;




     (4) each Guarantor, unless such Guarantor is the Person with which such Issuer has entered
into a transaction under this covenant, will have confirmed to the Trustee in writing that its Note
Guarantee will apply to the obligations of such Issuer or the surviving Person in accordance with
the Notes and this Indenture;



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     (5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic
computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case
stating that such transaction and such agreement (including any supplement to any Security Document
if required in connection with such transaction) comply with this covenant and that all conditions
precedent provided for in this Indenture relating to such transaction have been complied with;




     (6) such Issuer or the surviving entity, as applicable, promptly causes such amendments,
supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in
such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien
of the Security Documents on the Collateral owned by or transferred to such Issuer or the surviving
entity;




     (7) the Collateral owned by or transferred to such Issuer or the surviving entity, as
applicable, shall (a) continue to constitute Collateral under this Indenture and the Security
Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the
Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted
Liens; and




     (8) the property and assets of the Person which is merged or consolidated with or into such
Issuer or the surviving entity, as applicable, to the extent that they are property or assets or of
the types which would constitute Collateral under the Security Documents, shall be treated as
After-Acquired Property and such Issuer or the surviving entity shall take such action as may be
reasonably necessary to cause such property and assets to be made subject to the Lien of the
Security Documents in the manner and to the extent required in this Indenture;


provided that clause (3) above will not apply (i) if, in the good faith determination of the
Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution (a
copy of which shall be delivered to the Trustee), the principal purpose of such transaction is to
change the state of incorporation of the Company, and such transaction does not have as one of its
purposes the evasion of the foregoing limitations; or (ii) to any consolidation, merger, sale,
assignment, transfer, conveyance or other disposition of assets between or among the such Issuers
and any Guarantor.




          Upon any consolidation, merger, sale, assignment, transfer, conveyance or other disposition in
accordance with this covenant, the successor Person formed by such consolidation or into or with
which such Issuer is merged or to which such sale, assignment, transfer, conveyance or other
disposition is made will succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of
this Indenture referring to the “Issuers” will refer instead to the successor Person and not to
such Issuer), and may exercise every right and power of, such Issuer under this Indenture with the
same effect as if such successor Person had been named as an Issuer in this Indenture.




          In addition, the Company and the Restricted Subsidiaries may not, directly or indirectly,
lease all or substantially all of the properties or assets of the Company and the Restricted
Subsidiaries considered as one enterprise, in one or more related transactions, to any other
Person.




          (b) A Guarantor will not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not such Guarantor is the surviving Person), or (2) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the properties and assets of
the Guarantor, in one or more related transactions, to another Person, other than the Company or
another Guarantor, unless:





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     (1) immediately after giving effect to that transaction, no Default or Event of Default
exists; and




     (2) either:




     (a) the Guarantor is the surviving corporation, or the Person formed by or surviving
any such consolidation or merger (if other than the Guarantor) or to which such sale,
assignment, transfer, conveyance or other disposition which has been made (i) is organized
or existing under the laws of the United States, any state thereof or the District of
Columbia and (ii) assumes all the obligations of that Guarantor under this Indenture,
including its Note Guarantee, and the Security Documents pursuant to a supplemental
indenture satisfactory to the Trustee; provided that




     (A) the Guarantor or the surviving entity, as applicable, promptly causes such
amendments, supplements or other instruments to be executed, delivered, filed and recorded,
as applicable, in such jurisdictions as may be reasonably required by applicable law to
preserve and protect the Lien of the Security Documents on the Collateral owned by or
transferred to the Guarantor or the surviving entity;




     (B) the Collateral owned by or transferred to the Guarantor or the surviving entity, as
applicable, shall (x) continue to constitute Collateral under this Indenture and the
Security Documents, (y) be subject to the Lien in favor of the Collateral Agent for the
benefit of the Trustee and the Holders of the Notes, and (z) not be subject to any Lien
other than Permitted Liens, and




     (C) the property and assets of the Person which is merged or consolidated with or into
the Guarantor or the surviving entity, as applicable, to the extent that they are property
or assets or of the types which would constitute Collateral under the Security Documents,
shall be treated as After-Acquired Property and the Guarantor or the surviving entity shall
take such action as may be reasonably necessary to cause such property and assets to be made
subject to the Lien of the Security Documents in the manner and to the extent required in
this Indenture; or




     (b) such sale, assignment, transfer, conveyance or other disposition or consolidation
or merger complies with the covenant described above under Section 4.07.


Section 5.02 Successor Substituted.




          Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease
or disposition of all or substantially all of the properties and assets of any Issuer or any
Guarantor, if any, in accordance with Section 5.01, the successor Person formed by such
consolidation or into which such Issuer or such Guarantor, as the case may be, is merged, or the
successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is
made, shall succeed to, and be substituted for, and may exercise every right and power of, such
Issuer or such Guarantor, as the case may be, under this Indenture, the Notes and/or the related
Note Guarantee, as the case may be, and the Registration Rights Agreement, with the same effect as
if such successor had been named as such Issuer or such Guarantor, as the case may be, herein, in
the Notes and/or in the Note Guarantee, as the case may be, and the Registration Rights Agreement,
and the applicable Issuer or such Guarantor, as the case may be, shall be discharged from all
obligations and covenants under this Indenture and the Notes or its Note Guarantee, as







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the case
may be, and the Registration Rights Agreement; provided that in the case of a transfer by
lease, the predecessor shall not be released from the payment of principal and interest on the
Notes or its Note Guarantee, as the case may be.




ARTICLE 6




DEFAULTS AND REMEDIES



Section 6.01
Events of Default.





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




     (1) default for 30 days in the payment when due of interest on, or Additional
Interest with respect to, the Notes;




     (2) default in payment when due (whether at maturity, upon acceleration,
redemption or otherwise) of the principal of, or premium, if any, on the Notes;




     (3) failure by the Company or any Restricted Subsidiary to make or consummate
an Offer to Purchase in accordance with Section 4.07 or Section 4.09 or to comply
with the provisions under Section 5.01;




     (4) failure by the Company or any Restricted Subsidiary for 60 days after
written notice by the Trustee or Holders representing 25% or more of the aggregate
principal amount of Notes outstanding to comply with any of the other agreements in
this Indenture or under the Security Documents;




     (5) default under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness by the
Company or any Restricted Subsidiary (or the payment of which is Guaranteed by the
Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now
exists, or is created after the Issue Date, if that default:




     (a) is caused by a failure to make any payment when due at the final maturity
of such Indebtedness (a “Payment Default”); or




     (b) results in the acceleration of such
Indebtedness prior to its express maturity;




and, in each case, the amount of any such Indebtedness, together with the
amount of any other such Indebtedness that is then subject to a Payment
Default or the maturity of which has been so accelerated, aggregates $20
million or more;




     (6) failure by the Company or any Restricted Subsidiary to pay final
judgments (to the extent such judgments are not paid or covered by insurance
provided by a reputable and solvent carrier) aggregating in excess of $20
million, which judgments are not paid, discharged or stayed for a period of
60 days;




     (7) except as permitted by this Indenture, any Note Guarantee is held in any
judicial proceeding to be unenforceable or invalid or ceases for any reason
to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, denies or disaffirms its obligations under its Note
Guarantee;



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     (8) there shall have been the entry of a decree or order that remains unstayed
and in effect for 60 consecutive days by a court of competent jurisdiction under any
applicable Bankruptcy Code (a) for relief in an involuntary case or proceeding in
respect of such Issuer, any Significant Subsidiary or any group of Restricted
Subsidiaries which collectively (as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries) would constitute a
Significant Subsidiary or (b) adjudging the Issuers, any Significant Subsidiary or
any group of Restricted Subsidiaries which collectively (as of the latest audited
consolidated financial statements for the Company and its Restricted Subsidiaries)
would constitute a Significant Subsidiary bankrupt or insolvent or (c) seeking
reorganization, arrangement, adjustment or composition under any applicable federal
or state law of or in respect of the Issuers, any Significant Subsidiary or any
group of Restricted Subsidiaries which collectively (as of the latest audited
consolidated financial statements for the Company and its Restricted Subsidiaries)
would constitute a Significant Subsidiary or (d) appointing a custodian of such
Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries which
collectively (as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary
or of substantially all of the assets of such Issuer or such Significant Subsidiary,
or ordering the winding up or liquidation of their affairs;




     (9) such Issuer, any Significant Subsidiary or any group of Restricted
Subsidiaries which collectively (as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries) would constitute a
Significant Subsidiary (a) commences a voluntary case or proceeding in respect of
such Issuer, such Significant Subsidiary or such group of Restricted Subsidiaries
under any applicable Bankruptcy Code or any other case or proceeding to be
adjudicated bankrupt or insolvent, (b) consents to the entry of a decree or order
for debt relief in respect of such Issuer, such Significant Subsidiary or such group
of Restricted Subsidiaries in an involuntary case or proceeding under any applicable
Bankruptcy Code or to the commencement of any bankruptcy or insolvency case or
proceeding against it, (c) files a petition or answer or consent seeking
reorganization or debt relief in respect of such Issuer, such Significant Subsidiary
or such group of Restricted Subsidiaries under any Bankruptcy Code or applicable
federal or state insolvency law, (d) consents to the filing of such petition for the
appointment of, or taking possession by, a custodian of such Issuer, such
Significant Subsidiary or such group of Restricted Subsidiaries or of substantially
all of the assets of such Issuer or such Significant Subsidiary, (e) makes an
assignment for the benefit of creditors, (f) admits in writing its inability to pay
its debts generally as they become due or (g) takes any corporate action to
authorize any such actions in this clause (9); or




     (10) unless all of the Collateral has been released from the Liens in
accordance with the provisions of the Security Documents, (i) default by any Issuer
or any Guarantor in the performance of any obligation under the Security Documents
which adversely affects the enforceability, validity, perfection or priority of the
Liens securing the Notes on a material portion of the Collateral, (ii) the
repudiation or disaffirmation by the any Issuer or any Guarantor of any of its
material obligations under the Security Documents or (iii) the determination in a
judicial proceeding that the Security Documents are unenforceable or invalid against
any Issuer or any Guarantor party thereto for any reason with respect to a material
portion of the Collateral and, in the case of any event described in subclauses (i)
through (iii), such default, repudiation, disaffirmation or determination is not rescinded, stayed,
or waived by the Persons having such authority pursuant to the Security Documents or
otherwise cured within 60 days.



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Section 6.02
Acceleration.




          If an Event of Default (other than as specified in Section 6.01(a)(8) or (9)) shall
occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than
25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request
of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on
all Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the
Trustee if given by the Holders of the Notes) and upon any such declaration, such principal,
premium, if any, and interest shall become due and payable immediately. If an Event of Default
specified in Section 6.01(a)(8) or (9) occurs and is continuing, then all the Notes shall
automatically become and be due and payable immediately in an amount equal to the principal amount
of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due
and payable, without any declaration or other act on the part of the Trustee or any Holder.




          After a declaration of acceleration, but before a judgment or decree for payment of the money
due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of
Notes outstanding by written notice to the Issuers and the Trustee, may rescind and annul such
declaration and its consequences if:





     (a) the Issuers have paid or deposited with the Trustee a sum sufficient to pay (1) all sums
paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest and
Additional Interest on all Notes then outstanding, (3) the principal of, and premium, if any, on
any Notes then outstanding which have become due otherwise than by such declaration of acceleration
and interest thereon at the rate borne by the Notes and (4) to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate borne by the Notes; and




     (b) all Events of Default, other than the non-payment of principal of, premium, if any, and
interest on the Notes which have become due solely by such declaration of acceleration, have been
cured or waived.



          No such rescission shall affect any subsequent default or impair any right consequent
thereon.



Section 6.03 Other Remedies.




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




          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 not less than a majority in aggregate principal amount of the Notes outstanding
may on behalf of the Holders of all outstanding Notes waive any past
Default under this Indenture







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and its consequences, except a Default in the payment of the principal of, premium, if any, or
interest on any Note (which may only be waived with the consent of each Holder of Notes affected).



Section 6.05 Control by Majority.




          Subject to the terms of the Security Documents, the Holders of a majority in principal amount
of the then-outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or the Collateral
Agent. However, the Trustee and the Collateral Agent may refuse to follow any direction that
conflicts with law, the Intercreditor Agreement, any other Security Document or this Indenture,
that may involve the Trustee’s or the Collateral Agent’s personal liability, or that the Trustee or
the Collateral Agent determines in good faith may be unduly prejudicial to the rights of Holders of
Notes not joining in the giving of such direction.




Section 6.06 Limitation on Suits.



          A Holder may not pursue any remedy with respect to this Indenture or the Notes unless: (1) the
Holder gives the Trustee written notice of a continuing Event of Default; (2) the Holders of at
least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee
to pursue the remedy; (3) such Holder or Holders offer the Trustee indemnity reasonably
satisfactory to the Trustee against any costs, liability or expense; (4) the Trustee does not
comply with the request within 60 days after receipt of the request and the offer of indemnity; and
(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the
outstanding Notes do not give the Trustee a direction that is inconsistent with the request.




          Notwithstanding the foregoing, in no event may any Holder enforce any Lien of the Collateral
Agent pursuant to the Security Documents.



Section 6.07 Rights of Holders of Notes to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the
Note, on or after the respective due dates expressed in the Note (including in connection with an
offer pursuant to Section 4.07 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(1) or (2) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest,
if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.



Section 6.09 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 or any other proceedings, the Issuers, the Trustee and the
Holders shall be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies





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hereunder of the Trustee and the Holders shall continue as though no such proceeding has been
instituted.



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 shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



Section 6.11 Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder of any Note 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.




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







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Section 6.13 Priorities.




          Subject to the Security Documents, if the Trustee collects any money pursuant to this Article
6 (including any amounts received from the Collateral Agent), it shall pay out the money in the
following order:





     (i) to the Trustee, Paying Agent, Registrar, Transfer Agent, their agents and
attorneys for amounts due under Section 7.07, including payment of all compensation, expenses,
fees, costs and liabilities incurred, and all advances made, by the Trustee, Paying Agent,
Registrar or Transfer Agent and the costs and expenses of collection;




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




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



          The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.13.



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 the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees 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 of a Note pursuant to Section 6.07, or a suit by Holders of
more than 10% in principal amount of the then outstanding Notes.




ARTICLE 7




TRUSTEE


Section 7.01 Duties of Trustee.




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




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





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




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     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, 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 grossly negligent action, its
own grossly negligent failure to act, or its own willful misconduct, except that:





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




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




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



          (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 or the Security Documents at the request or direction of any of the Holders of the
Notes unless the Holders have offered to the Trustee indemnity or security reasonably 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 Issuers. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



Section 7.02 Rights of Trustee.




          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers 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 Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel 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.





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




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




          (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 indemnity satisfactory to it against such
risk or liability is not assured to it.




          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible 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 Notes and this Indenture.




          (h) In no event shall the Trustee be responsible or liable for special, indirect, punitive, 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.




          (j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide
written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than
15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the
Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty
or responsibility to any Holders to determine whether the Additional Interest is payable and the
amount thereof.




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




          (l) The Trustee may request that the Issuers deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.




          (m) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.




          (n) The Trustee agrees to accept and act upon instructions or directions pursuant to this
Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured
electronic methods, provided, however, that the Trustee shall have received an incumbency
certificate listing persons designated to give such instructions or directions and containing
specimen signatures of such designated persons. Such incumbency certificate shall be amended and
replaced whenever a person is to be




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added or deleted from the listing. If the Issuers elect to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion
elects to act upon such instructions, the Trustee’s understanding of such instructions shall be
deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such instructions
notwithstanding such instructions conflict or inconsistency with a subsequent written instruction.
The Issuers agree to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including the risk of the Trustee acting on
unauthorized instructions, and the risk or interception and misuse by third parties.



Section 7.03 Individual Rights of Trustee.




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



Section 7.04 Trustee’s Disclaimer.




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



Section 7.05 Notice of Defaults.




          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case
of a Default relating to the payment of principal, premium, if any, or interest on any Note, the
Trustee may withhold from the Holders notice of any continuing Default if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is such a Default is received by the Trustee at the Corporate Trust Office of
the Trustee.



Section 7.06 Reports by Trustee to Holders of the Notes.




          Within 60 days after each November 15, beginning with the November 15 following the date of
this Indenture, 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).




          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to
the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in
accordance





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with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee in writing
when, if applicable, the Notes are listed on any stock exchange and of any delisting thereof.



Section 7.07 Compensation and Indemnity.




          The Issuers 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 Issuers and the Guarantors, jointly and
severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.




          The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and
hold the Trustee harmless against, any and all loss, damage, claims, liability or expense
(including attorneys’ fees and expenses) incurred by it in connection with the acceptance or
administration of this trust and the performance of its duties hereunder (including the costs and
expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this
Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers 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 Issuers promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers of its obligations hereunder. The Issuers and the Guarantors need not reimburse any expense
or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s
own willful misconduct or gross negligence.




          The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee.




          Notwithstanding anything contrary in Section 4.06 hereto, to secure the payment obligations of
the Issuers 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.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(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 Code.




          The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the
extent applicable. As used in this Section 7.07, the term “Trustee” shall also include each of the
Paying Agent, Registrar, and Transfer Agent, as applicable.



Section 7.08 Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08. The Trustee may resign in writing at any time and the Registrar, Paying Agent and Transfer
Agent may resign with 60 days’ prior written notice and be discharged from the trust hereby created
by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing and may remove
the Registrar,






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Paying Agent or Transfer Agent by so notifying such Registrar, Paying Agent or Transfer Agent, as
applicable, with 90 days’ prior written notice. The Issuers may remove the Trustee if:





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




     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Code;




     (c) a custodian or public officer takes charge of the Trustee or its property; or




     (d) the Trustee becomes incapable of acting.



          If the Trustee resigns or is removed or if a
vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the then outstanding Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Issuers.




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




          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.




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuers. Thereupon, and upon payment of the retiring Trustee’s fees and expenses
(including the fees and expenses of its agents and counsel), the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid
and subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.




          As used in this Section 7.08, the term “Trustee” shall also include each of the Paying
Agent, Registrar and Transfer Agent, as applicable.



Section 7.09 Successor Trustee by Merger, Etc.




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



Section 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a corporation 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






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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.




          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 Issuers.




          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 Issuers may, at their 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.




          Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.02,
the Issuers 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 Note Guarantees on the date the conditions set forth below are satisfied
(“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding Notes, 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 (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee,
on demand of and at the expense of the Issuers, shall execute proper instruments, in form and
substance reasonably satisfactory to the Trustee, acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder:





     (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal
of, or interest or premium and Additional Interest, if any, on such Notes when such payments are
due from the trust referred to in Section 8.05;




     (b) the Issuers’ obligations with respect to the Notes 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 security payments held in trust;




     (c) the rights, powers, trusts, duties, indemnities and immunities of the Trustee and the
Issuers’ and the Guarantors’ obligations in connection therewith; and




     (d) this Section 8.02.



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






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Section 8.03 Covenant Defeasance.




          Upon the Issuers’ exercise under Section 8.01 of the option applicable to this
Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions
set forth in Section 8.04, be released from their obligations under the covenants contained in
Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, Section 4.13, Section 4.14,
4.15 and 4.16, clauses (1), (3), (4), (5), (6), (7) and (8) of Section 5.01(a), and Section 5.01(b)
with respect to the outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (“Covenant Defeasance”), the Note Guarantees will be released pursuant to
Section 13.06 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 default
thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Issuers 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 and such Notes shall be unaffected thereby. In
addition, upon the Issuers’ 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, Section 6.01(3),
6.01(4)(as it relates to the covenants specified above), 6.01(5), 6.01(6), 6.01(7), 6.01(8) (solely
with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(9) (solely with
respect to Restricted Subsidiaries) and Section 6.01(10) shall not constitute Events of Default.



Section 8.04 Conditions to Legal or Covenant Defeasance.




          The following shall be the conditions to the application of either Section 8.02 or 8.03 to the
outstanding Notes:





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




     (2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuers have
received from, or there has been published by, the Internal Revenue Service a ruling or (b) since
the 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 shall confirm that, the Holders of the
outstanding Notes 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 Issuers shall have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that





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the Holders of the 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) no Default or Event of Default shall have occurred and be continuing either (a)
on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or
insolvency events are concerned, at any time in the period ending on the 91st day
after the date of deposit;




     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which the Company or
any of its Subsidiaries is bound;




     (6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the
effect that, assuming no intervening bankruptcy of any Issuers or any Guarantor
between the date of deposit and the 91st day following the deposit and assuming that
no Holder is an “insider” of any Issuer 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, including Section 547 of the United States Bankruptcy
Code and Section 15 of the New York Debtor and Creditor Law;




     (7) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Issuers with the intent of preferring the
Holders over the other creditors of the Issuers with the intent of defeating,
hindering, delaying or defrauding creditors of the Issuers or others;




     (8) if the Notes are to be redeemed prior to their Stated Maturity, the Issuers
shall have delivered to the Trustee irrevocable instructions to redeem all of the
Notes on the specified redemption date under arrangement satisfactory to the Trustee
for the giving of notice of such redemption by the Trustee in the Issuers’ names and
at the Issuers’ expense; and




     (9) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance, as applicable, have been complied with.




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





          Subject to Section 8.06, all money and Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the “Trustee”) pursuant to Section 8.04 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 Issuers or a
Guarantor acting as Paying Agent), to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and Additional Interest, if any, and interest, but such
money need not be segregated from other funds except to the extent required by law.






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          The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or Government Securities 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 of the outstanding Notes.




          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuers from time to time upon the written request of the Issuers any money or Government
Securities 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(2)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.



Section 8.06 Repayment to Issuers.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in
trust for the payment of the principal of, premium and Additional Interest, if any, or interest on
any Note and remaining unclaimed for two years after such principal, and premium and Additional
Interest, if any, or interest has become due and payable shall be paid to the Issuers on their
request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of
such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, shall thereupon cease.



Section 8.07 Reinstatement.




          If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in
accordance with Section 8.04 or 8.05, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.04 or 8.05 until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section 8.04 or 8.05, as the
case may be; provided that, if the Issuers makes any payment of principal of, premium and
Additional Interest, if any, or interest on any Note following the reinstatement of their
obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive
such payment from the money held by the Trustee or Paying Agent.




ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01 Without Consent of Holders of Notes.




          Notwithstanding Section 9.02, the Issuers, any Guarantor, any other obligor under the Notes
and the Trustee, as applicable, may amend or supplement this Indenture, any Note Guarantee, any
Security Document or Notes without the consent of any Holder:





     (1) to cure any provision determined by the Board of Directors of the Company in good faith,
evidenced by a Board Resolution, to be an ambiguity, defect or inconsistency;




     (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;



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     (3) to provide for the assumption of any Issuer’s or any Guarantor’s
obligations to Holders of Notes in accordance with this Indenture in the case of a
merger or consolidation or sale of all or substantially all of such Issuer’s or such
Guarantor’s assets;




     (4) to make any change that would provide any additional rights or benefits to
the Holders of Notes or that does not materially, in the good faith determination of
the Board of Directors of the Company, evidenced by a Board Resolution, adversely
affect the legal rights under this Indenture of any such Holder;




     (5) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;




     (6) to comply with the provisions under Section 4.08;




     (7) to evidence and provide for the acceptance of appointment by a successor
Trustee or Collateral Agent;




     (8) to provide for the issuance of Additional Notes in accordance with this Indenture;




     (9) to conform this Indenture, the Notes, the Intercreditor Agreement or any
Security Document to any provision of this “Description of the Notes” to the extent
such provision is intended to be a verbatim recitation thereof;




     (10) to amend the Intercreditor Agreement to add additional lenders holding
Additional Pari Passu Obligations permitted under this Indenture, the Credit
Agreement, the Intercreditor Agreement and any Additional Pari Passu Agreements then
in effect; or




     (11) to add to the Collateral securing the Notes.



          The Holders of a majority in aggregate principal amount of the Notes outstanding may waive
compliance with certain restrictive covenants and provisions of this Indenture.



Section 9.02 With Consent of Holders of Notes.




          Except as provided below in this Section 9.02, the Issuers, each Guarantor party thereto, if
any, and the Trustee, as applicable, may amend or supplement this Indenture, the Notes, the Note
Guarantees and any Security Document with the consent of the Holders of at least 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 tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Section 6.04 and 6.07, any existing
Default or Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of
this Indenture, the Note Guarantees, the Security Documents or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then-outstanding Notes (including
Additional Notes, if any) voting as a single class (including consents obtained in connection with
a tender offer or exchange offer for, or purchase of, the 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.




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





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




     (2) change the Stated Maturity of the principal of, or any installment of interest on, any Note;




     (3) reduce the principal amount of, or premium, if any, or interest on, any Note;




     (4) change the optional redemption dates or optional redemption prices of the Notes from those
stated under Section 3.07;




     (5) waive a Default or Event of Default in the payment of principal of, or interest, or
premium or Additional Interest, if any, on, the Notes (except, upon a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the Notes, a
waiver of the payment default that resulted from such acceleration) or in respect of any other
covenant or provision that cannot be amended or modified without the consent of all Holders;




     (6) make any Note payable in money other than U.S. dollars;




     (7) make any change in the amendment and waiver provisions of this Indenture;




     (8) release any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture;




     (9) impair the right to institute suit for the enforcement of any payment on or with respect
to the Notes or the Note Guarantees;




     (10) amend, change or modify the obligation of the Company to make and consummate an Offer to
Purchase with respect to any Asset Sale in accordance with the covenant described above under
Section 4.07 after the obligation to make such Offer to Purchase has arisen, or the obligation of
the Issuers to make and consummate an Offer to Purchase in the event of a Change of Control in
accordance with the covenant described above under Section 4.09 after such Change of Control has
occurred, including, in each case, amending, changing or modifying any definition relating thereto;




     (11) except as otherwise permitted under the Section 5.01 and Section 4.08 consent to the
assignment or transfer by any Issuers or any Guarantor of any of their rights or obligations under
this Indenture.



          In addition, any amendment to, or waiver of, any provision of this Indenture or any Security
Document that has the effect of releasing all or substantially all of the Collateral from the Liens
of the Notes will require consent of the Holders of at least 75% in aggregate principal amount of
the Notes then outstanding.







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Section 9.03 Compliance with 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 Effect of Consents.




          An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder; provided that any amendment or waiver that requires the consent of
each affected Holder shall not become effective with respect to any non-consenting Holder.




          The Issuers may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver, whether or not such Persons continue to be
Holders after such record date.



Section 9.05 Notation on or Exchange of Notes.




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




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



Section 9.06 Trustee to Sign Amendments, Etc.




          The Trustee 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. The Issuers may not sign an amendment, supplement or waiver until the
Board of Directors approves it. In executing any amendment, supplement or waiver, the Trustee shall
receive and (subject to Section 7.01) shall be fully protected in conclusively relying upon, in
addition to the documents required by Section 15.04, an Officers’ 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 Issuers and any Guarantors party thereto, enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with the provisions hereof
(including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for
the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.




          It shall not be necessary for the consent of the Holders of Notes under this Article 9 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if
such consent approves the substance thereof.




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers 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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ARTICLE 10




RANKING OF LIENS ON THE COLLATERAL



Section 10.01 Intercreditor Agreement.




          Each Holder by accepting a Note agrees that the Liens on the Collateral are subject to the
terms of the Intercreditor Agreement. The Holders by accepting a Note hereby authorize and direct
the Trustee to enter into the Intercreditor Agreement as their Authorized Representative
thereunder, and further agree that the Holders shall comply with the provisions of the
Intercreditor Agreement applicable to them in their capacities as such to the same extent as if the
Holders were parties thereto.




          Each Holder by accepting a Note, will be deemed to have irrevocably authorized the appointment
of SunTrust Bank as the Collateral Agent pursuant to the terms of the Intercreditor Agreement, to
act as its agent under the Intercreditor Agreement, the Security Agreement, the Parent Pledge
Agreement and the other Security Documents, and to have irrevocably authorized the Collateral Agent
to perform the duties and exercise the rights, powers and discretions that are specifically given
to it under the Intercreditor Agreement, the Security Agreement, the Parent Pledge Agreement and
the other Security Documents, together with any other rights, powers and discretions as are
reasonably incidental thereto.



Section 10.02 Relative Rights.




          The Security Documents define the relative rights, as lienholders, of the Pari Passu
Secured Parties. Nothing in this Indenture or in any Security Document will:





     (a) impair, as between the Issuers and Holders of Notes, the obligation of the Issuers,
which is absolute and unconditional, to pay principal of, premium and interest on any Note
in accordance with their terms or to perform any other obligation of any Issuer or Guarantor
under this Indenture, the Notes, the Note Guarantees and the Security Documents;




     (b) restrict the right of any Holder to sue for payments that are then due and owing,
in a manner not inconsistent with the provisions of the Security Documents; or




     (c) prevent the Trustee or any Holder from exercising against any
Issuer or Guarantor any of its other available remedies upon a Default or Event
of Default (other than its rights as a secured party, which are subject to the
Security Documents).



ARTICLE 11




COLLATERAL



Section 11.01 Security Documents.




          The payment of the principal of and interest and premium, if any, on the Notes when due,
whether on an Interest Payment Date, at Stated Maturity, by acceleration, repurchase, redemption or
otherwise and whether by an Issuer pursuant to the Notes or by any Guarantor pursuant to its Note
Guarantee, the payment of all other Obligations and the performance of all other Obligations
of the Issuers and the Guarantors under this Indenture, the Notes, the Note Guarantees and the
Security Documents are secured as provided in the Security Documents and will be secured by
Security Documents hereafter delivered as required or permitted by this Indenture.







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          The Company and the Guarantors will deliver to the Trustee true and complete copies of all
documents delivered to the Collateral Agent pursuant to the Security Agreement, the Parent Pledge
Agreement and the Intercreditor Agreement, and will do or cause to be done all such acts and things
as may be necessary or proper, or as may be required by the provisions of the Security Agreement or
the Intercreditor Agreement, to assure and confirm to the Trustee and the Collateral Agent the
security interest in the Collateral contemplated hereby, by the Security Agreement, the Parent
Pledge Agreement and the other Security Documents, or by any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of this Indenture and
of the Notes secured hereby, according to the intent and purposes herein expressed.




          The Issuers shall, and shall cause each Guarantor to, and each Guarantor shall, make all
filings (including filings of continuation statements and amendments to UCC financing statements
that may be necessary to continue the effectiveness of such UCC financing statements) and take any
and all other actions necessary to maintain (at the sole cost and expense of the Issuers and the
Guarantors) the security interests created by the Security Documents in the Collateral as perfected
security interests to the extent perfection is required by the Security Documents, subject only to
Permitted Liens.




Section 11.02 Collateral Agent and Trustee.




          (a) The Collateral Agent shall have all the rights and protections provided in the
In-tercreditor Agreement and the other Security Documents.




          (b) Subject to Section 7.01, none of the Trustee, Paying Agent, Registrar or Transfer Agent
nor any of their respective officers, directors, employees, attorneys or agents will be responsible
or liable for the existence, genuineness, value or protection of any Collateral, for the legality,
enforceability, effectiveness or sufficiency of the Security Documents, for the creation,
perfection, priority, sufficiency or protection of any Liens on the Collateral, or any defect or
deficiency as to any such matters.




          (c) Except as required or permitted by the Security Documents, the
Holders, by accepting a Note, acknowledge that the Collateral Agent will not be
obligated:





     (i) to act upon directions purported to be delivered to it by any
Person, except in accordance with the Security Documents;




     (ii) to foreclose
upon or otherwise enforce any Lien on the Collateral; or




     (iii) to take any
other action whatsoever with regard to any or all of the Liens on the
Collateral or the Security Documents.


Section 11.03 Authorization of Actions to Be Taken.




          (a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each
Security Document, as originally in effect and as amended, supplemented or replaced from time to
time in accordance with its respective terms and the terms of this Indenture, authorizes and
directs the Trustee and the Collateral Agent to enter into the Security Documents to which each is
a party, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of
Notes as set forth in the Security Documents to which the Trustee or the Collateral Agent is a
party, and to perform its obligations and exercise its rights and powers thereunder.




          (b) Each Holder of Notes, by its acceptance thereof, authorizes and directs the Trustee and
the Collateral Agent to enter into one or more amendments to the Intercreditor Agreement or enter







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into any additional intercreditor agreement or any amendments or supplements to the Security
Documents in accordance with the provisions of this Indenture, the Intercreditor Agreement and the
other Security Documents.




          (c) At the written direction of the Issuers and without the consent of the Holders of the
Notes, the Trustee and the Collateral Agent shall (so long as not prohibited by this Indenture)
from time to time enter into one or more amendments to the Intercreditor Agreement (including the
Joinder Agreements) or any additional intercreditor agreement or deed to: (i) cure any ambiguity,
omission, defect or inconsistency therein, (ii) increase the amount of Indebtedness or the types
covered thereby that may be incurred by the Issuers or a Restricted Subsidiary that is subject
thereto and to provide for Permitted Liens, (iii) add Guarantors or other parties (such as
representatives of new issuances of Indebtedness) thereto, (iv) further secure the Notes (including
Additional Notes), (v) make provision for equal and ratable pledges of the Collateral to secure
Additional Notes or Additional Pari Passu Obligations, or (vi) make any other such change thereto
that does not adversely affect the rights of the holders of the Notes in any material respect. The
Issuers shall not otherwise direct the Trustee or the Collateral Agent to enter into any amendment
to the Intercreditor Agreement or, if applicable, any additional intercreditor agreement or deed,
without the consent of the holders of a majority in principal amount of the outstanding Notes.




          (d) Each Holder of a Note, by accepting such Note, shall be deemed to have (i) appointed and
authorized the Trustee to give effect to such provisions in Section 11.03(c); (ii) authorized the
Trustee to become a party to any future intercreditor arrangements described in this Section
11.03(c); (iii) agreed to be bound by such provisions in Section 11.03(c) and the provisions of any
future intercreditor arrangements described in this Section 11.03(c); and (iv) irrevocably
appointed the Trustee to act on its behalf to enter into and comply with such provisions in Section
11.03(c) and the provisions of any future intercreditor arrangements in this Section 11.03(c).




          (e) Each of the Trustee and the Collateral Agent is authorized and empowered to receive for
the benefit of the Holders of Notes any funds collected or distributed to the Collateral Agent
under the Security Documents to which the Trustee is a party and, subject to the terms of the
Security Documents, to make further distributions of such funds to the Holders of Notes according
to the provisions of this Indenture.




          (f) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, the
Trustee may, and upon the written direction of the Holders holding a majority of the aggregate
outstanding principal amount of the Notes shall, direct, on behalf of the Holders, the Collateral
Agent to take all actions it deems necessary or appropriate in order to:





     (i) foreclose upon or otherwise enforce any or all of the Liens on the Collateral;




     (ii) enforce any of the terms of the Security Documents to which the
Collateral Agent is a party; or




     (iii) collect and receive payment of any and all Obligations.



          Subject to the Intercreditor Agreement and at the Issuers’ sole cost and
expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by
its acceptance thereof), but shall be under no obligation to unless directed, in
writing, by Holders holding a majority of the outstanding principal amount of the
Notes, to institute and maintain, or direct the Collateral Agent to institute and
maintain, such suits and proceedings as it or such Holders may deem reasonably
expedient to protect or enforce the Liens on the Collateral or the Security
Documents to which the Collateral Agent or Trustee is a







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party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation
of the Security Documents or this Indenture, and such suits and proceedings as the Trustee or such
Holders may deem reasonably expedient, at the Issuers’ sole cost and expense, to preserve or
protect its interests and the interests of the Holders of Notes 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 Liens on the Collateral or be prejudicial to the interests of Holders or the Trustee.



Section 11.04 Release of Collateral.




          (a) The Issuers and the Guarantors will be entitled to the release of property and other
assets included in the Collateral from the Liens securing the Pari Passu Obligations under any one
or more of the following circumstances:





     (1) to enable the disposition or other use of such property or assets to the extent permitted
under this Indenture and all other Secured Credit Documents; and




     (2) in the case of a Guarantor that is released from its Guarantee, the release of the
property and assets of such Guarantor.



          (b) The Liens on the Collateral securing the Notes and the Note
Guarantees will also be released upon (i) the termination and release of all
Liens on Collateral in accordance with the terms of this Indenture, the Credit
Agreement, each Additional Pari Passu Agreement then in effect, the
Intercreditor Agreement, and all other applicable Pari Passu Security
Documents, or (ii) the consent of each Authorized Representative, the Issuers
and, as applicable, Holders of the Notes and Lenders under the Senior Credit
Facility and the Guarantors, it being agreed that any termination of the
Collateral pursuant to the preceding clause (i) or (ii) will be concurrent with
the termination of the Intercreditor Agreement and the other Pari Passu
Security Documents (including the release of all Liens granted thereunder).



Section 11.05 Filing, Recording and Opinions.




          (a) The Issuers will comply with the provisions of Trust Indenture Act Sections 314(b) and
314(d), in each case following qualification of this Indenture pursuant to the Trust Indenture Act,
except to the extent not required as set forth in any SEC regulation or interpretation (including
any no-action letter issued by the Staff of the SEC, whether issued to the Issuers or any other
Person). Following such qualification, to the extent the Issuers are required to furnish to the
Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2), the Issuers will
furnish such opinion not more than 60 but not less than 30 days prior to each November 15th.




          (b) Any release of Collateral permitted by Section 11.04 will be
deemed not to impair the Liens under this Indenture and the Security Documents
in contravention thereof and any person that is required to deliver any
certificate or opinion pursuant to Section 314(d) of the Trust Indenture Act
shall be entitled to rely upon the foregoing as a basis for delivery of such
certificate or opinion. The
Trustee shall, to the extent permitted by Section 7.01 and 7.02, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such certificate or opinion.



Section 11.06 Powers Exercisable by Receiver or Trustee.




          In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article 11 upon the Issuers or a Guarantor with respect to
the







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 release, sale or other disposition of such property may be exercised by such receiver or trustee, and
an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Issuers or a Guarantor or of any officer or officers thereof required by the
provisions of this Article 11; and if the Trustee or the Collateral Agent shall be in the
possession of the Collateral under any provision of this Indenture, then such powers may be
exercised by the Trustee or the Collateral Agent, as the case may be.



Section 11.07 Voting.




          In connection with any matter under the Intercreditor Agreement or any other Security Document
requiring a vote of holders of Pari Passu Obligations, the holders of each series of Pari Passu
Obligations shall be treated as a single, distinct class and the Holders shall cast their votes in
accordance with this Indenture. The amount of the Notes to be voted by the Holders will equal the
aggregate outstanding principal amount of the Notes. Following and in accordance with the outcome
of the applicable vote under this Indenture, the Trustee shall vote the total amount of the Notes
as a block in respect of any vote under the Intercreditor Agreement or any other Security Document.



Section 11.08 Blocked Account Agreements.




          (a) Each deposit account and each securities account owned or maintained by any Grantor
(other than any Excluded Deposit Accounts) shall be maintained at a bank or financial institution
which is reasonably acceptable to the Collateral Agent (each such
bank, a “Cash Management Bank”).
As of the Issue Date, each deposit account and each securities account of the Grantors are listed
on Schedule 11.08 hereto, and such schedule designates which accounts are deposit accounts. Except
with respect to Excluded Deposit Accounts, or with the prior written consent of the Collateral
Agent, each deposit account and each securities account maintained by any Grantor shall be subject
to a control agreement in form and substance satisfactory to the Collateral Agent and such bank or
financial institution (each such account, a “Blocked
Account”, and each such control agreement, a
“Blocked Account Agreement”). Each Blocked Account Agreement shall provide, among other things,
that from and after the Issue Date, the relevant Cash Management Bank, agrees, from and after the
receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice
will be given by the Collateral Agent at any time at which an Event of Default has occurred and is
continuing), to forward immediately all amounts in each deposit account or securities account, as
the case may be to the Collateral Agent in accordance with its instructions, and to commence the
process of daily sweeps from such account to the Collateral Agent.




          (b) In the event that any Grantor shall at any time receive any remittances of any of the
foregoing directly or shall receive any other funds representing proceeds of the Collateral, such
Grantor shall hold the same as trustee for the Collateral Agent, shall segregate such remittances
from its other assets, and shall promptly deposit the same into a Blocked Account. All cash, cash
equivalents, checks, notes, drafts or similar items of payment received by any Grantor shall be
deposited into a Blocked Account promptly upon receipt thereof by such Grantor.



Section 11.09 After-Acquired Property.




          Promptly following the acquisition by the Company or any other Grantor of any material
After-Acquired Property (but subject to the applicable limitations, exceptions, exemptions and
thresholds under the Security Documents), the Company or such other Grantor shall execute and
deliver or procure, as applicable, such mortgages, deeds of trust, security instruments, financing
statements, title insurance (and surveys if required by the title insurer), and certificates and
Opinions of Counsel as shall be reasonably necessary to vest in the Collateral Agent a perfected,
first priority security interest or other Liens in or





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on such After-Acquired Property and to have such After-Acquired Property added to the Collateral,
in all cases in accordance with the terms of the applicable Security Documents, and thereupon all
provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed
to relate to such After-Acquired Property to the same extent and with the same force and
effect.



Section 11.10 Release upon Termination of the Issuer’s Obligations.




          In the event (i) that the Issuers deliver to the Trustee, in form and substance
acceptable to it, an Officers’ Certificate and Opinion of Counsel certifying that all the
Obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents have
been satisfied and discharged by the payment in full of the Issuers’ obligations under the Notes,
the Note Guarantees, this Indenture and the Security Documents, and all such Obligations have been
so satisfied, or (ii) a discharge, Legal Defeasance or Covenant Defeasance of this Indenture occurs
under Article 8 or 14, the Trustee shall deliver to the Issuers and the Collateral Agent a notice
stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it
has in or to the Collateral, and any rights it has under the Security Documents, and upon receipt
by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in
the Collateral on behalf of the Trustee, and the Trustee shall do or cause to be done, at the
Issuers’ sole cost and expense, all acts reasonably necessary to release such Lien in favor of the
Trustee as soon as is reasonably practicable.



Section 11.11 Collateral Agent as Third Party Beneficiary.




          Sections 4.17 and 4.18 and Articles 10 and 11 are intended for the benefit of, and
shall be enforceable as a third party beneficiary by, the Collateral Agent as a holder of Liens on
the Collateral.




ARTICLE 12

LOAN AND NOTES COLLATERAL ACCOUNT



Section 12.01
Loan and Notes Collateral Account.




          Each Holder of a Note, by accepting such Note, agrees to the establishment, maintenance and
administration of a “Loan and Notes Collateral Account” by the Collateral Agent on behalf of the
Trustee and the other Authorized Representatives, for the benefit of the Holders and the other Pari
Passu Secured Parties in accordance with the terms of the Intercreditor Agreement.




ARTICLE 13




GUARANTEES



Section 13.01 Guarantee.




          Subject to this Article 13, each of the Guarantors hereby, jointly and severally, guarantees
to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this Indenture, the
Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of,
interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the
Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same







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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 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.




          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 of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Issuers, any right to require a proceeding first against the Issuers, protest, notice and all
demands whatsoever and covenants that this Note Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this Indenture.




          Each Guarantor also agrees 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 13.01.




          If any Holder or the Trustee is required by any court or otherwise to return to the Issuers,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation
to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.




          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, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this
Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6, such obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of
this Note 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
Note Guarantees.




          Each Note Guarantee shall remain in full force and effect and continue to be effective should
any petition be filed by or against the Issuers for liquidation or reorganization, should the
Issuers 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 Issuers’ 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 Note
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.







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          In case any provision of any Note 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.




          Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature.




          As used in this Section 13.01, the term “Trustee” shall also include each of the Paying
Agent, Registrar and Transfer Agent, as applicable.



Section 13.02 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 Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
any Note 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 13, result
in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under
its Note Guarantee shall be entitled upon payment in full of all guaranteed 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 13.03 Execution and Delivery.




          To evidence its Note Guarantee set forth in Section 13.01, each Guarantor hereby agrees that
this Indenture shall be executed on behalf of such Guarantor by the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer, the Controller, any Executive Vice
President, any Senior Vice President, any Vice President, the Secretary or any Assistant Secretary
of the Guarantor or the sole member of the Guarantor, as the case may be, or any other officers of
such Guarantor or such sole member, as the case may be, acting at the direction of any such
foregoing officer. Each Guarantor hereby agrees to execute a Notation of Guarantee substantially in
the form included in Exhibit A hereto on each Note authenticated and delivered by the Trustee.




          Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01 shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such
Guarantee on the Notes.




          If an Officer whose signature is on this Indenture no longer holds that office at the time the
Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless.




          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.





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Section 13.04 Subrogation.




          Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in
respect of any amounts paid by any Guarantor pursuant to the provisions of Section 13.01; 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 Issuers under this Indenture or the Notes shall have been paid
in full.



Section 13.05 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 Note Guarantee are knowingly made in contemplation of such benefits.



Section 13.06 Release of Guarantees.




          A Note Guarantee of a Guarantor will be automatically and unconditionally released (and
thereupon shall terminate and be discharged and be of no further force and effect):





     (1) in connection with any sale or other disposition (including by merger or otherwise) of
Capital Stock of the Guarantor after which such Guarantor is no longer a Subsidiary of the Company,
if the sale of all such Capital Stock of that Guarantor complies with the applicable provisions of
this Indenture;




     (2) if the Company properly designates the Guarantor as an Unrestricted Subsidiary under the
Indenture;




     (3) solely in the case of a Note Guarantee created pursuant to the second paragraph of Section
4.08, upon the release or discharge of the Note Guarantee that resulted in the creation of such
Note Guarantee pursuant to that covenant, except a discharge or release by or as a result of
payment under such Note Guarantee;




     (4) upon a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this
Indenture that complies with the provisions under Section 8.02, Section 8.03 or Section 14.01,
respectively; or




     (5) upon payment in full of the aggregate principal amount of all Notes then outstanding and
all other obligations under the Indenture and the Notes then due and owing.



ARTICLE 14




SATISFACTION AND DISCHARGE


Section 14.01 Satisfaction and Discharge.




          This Indenture shall be discharged and shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of the Notes as is herein expressly
provided) as to all Notes issued hereunder, when:





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     (1) either:




     (a) all Notes that have been authenticated (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Issuers) have been delivered to the Trustee for cancellation; or




     (b) all Notes that have not been delivered to the Trustee for cancellation (x) have
become due and payable (by reason of the delivery of a notice of redemption
or otherwise), (y) will become due and payable at Stated Maturity within one
year, or (z) are to 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 Issuers’ names and at the Issuer’s expense,
and in each such case the Issuers have irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion
of a nationally recognized firm of independent public accountants, without
consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and Additional Interest, if any, and
accrued interest to the Stated Maturity or redemption date, as the case may
be;




     (2) no Default or Event of Default will have occurred and be continuing on the
date of such deposit or will occur as a result of such deposit and such deposit will
not result in a breach or violation of, or constitute a default under, any other
instrument to which any Issuer or any Guarantor is a party or by which the any
Issuer or any Guarantor is bound;




     (3) any Issuer or any Guarantor has paid or caused to be paid all sums payable
by it under this Indenture; and




     (4) the Issuers have delivered irrevocable instructions to the Trustee under
this Indenture to apply the deposited money toward the payment of the Notes at
Stated Maturity or the redemption date, as the case may be.



          In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.




          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to clause (1)(b) of this Section 14.01, the provisions of
Section 14.02 and Section 8.06 shall survive.



Section 14.02 Application of Trust Money.




          Subject to the provisions of Section 8.06, all money or Government Securities deposited with
the Trustee pursuant to Section 14.01 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 Issuers acting as their own Paying Agent), to the Persons entitled
thereto, of the principal (and premium and Additional Interest, if any) and interest for whose
payment such money has been deposited







-95-









 







with the Trustee; but such money need not be segregated from other funds except to the
extent required by law.




          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 14.01 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 Issuers’ and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 14.01;
provided that if the Issuers have made any payment of principal of, premium and Additional
Interest, if any, or interest on any Notes because of the reinstatement of their obligations, the
Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from
the money or Government Securities held by the Trustee or Paying Agent.




ARTICLE 15




MISCELLANEOUS


Section 15.01 Trust Indenture Act Controls.




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



Section 15.02 Notices.




          Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the
others’ address:



If to the Issuers and/or any Guarantor:



c/o Zayo Group, LLC

901 Front Street, Suite 200

Louisville, Colorado 80027

Facsimile: (303) 226-5923

Attention: General Counsel



If to the Trustee:



The Bank of New York Mellon Trust Company, N.A.

700 South Flower Street, Suite 500

Los Angeles, California 90017

Facsimile: (213) 630-6298

Attention: Corporate Unit




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




          All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged,
if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing





-96-









 







next day delivery; provided that any notice or communication delivered to the Trustee
shall be deemed effective upon actual receipt thereof.




          Any notice or communication to a Holder shall be mailed by first-class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in 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. So long as the Notes are registered
in the name of DTC, any notices to be provided to the Holders may be provided by electronic means
in accordance with DTC’s operational procedures.




          If the Issuers mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



Section 15.03 Communication by Holders of Notes with Other Holders of Notes.




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



Section 15.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take
any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish
to the Trustee:





     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 15.05) stating that, in
the opinion of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and




     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 15.05) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.


Section 15.05 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 Trust Indenture Act Section
314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall
include:





     (a) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (b) 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;




     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion
as to whether or



-97-










 






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 Officers’ Certificate as to matters of fact); and




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


Section 15.06 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 15.07 No Personal Liability of Directors, Officers, Employees and Stockholders.




          No director, officer, employee, member or stockholder of the Issuers or any Guarantor, as
such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes,
this Indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Notes.



Section 15.08 Governing Law; Waiver of Jury Trial.




          THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          EACH OF THE PARTIES HERETO 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 TRANSACTION CONTEMPLATED HEREBY.



Section 15.09 Force Majeure.




          In no event shall the Trustee, Paying Agent, Registrar or Transfer 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.



Section 15.10 Successors.




          All agreements of the Issuers in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee and the Paying Agent, Registrar and Transfer Agent in this Indenture
shall bind their respective successors. All agreements of each Guarantor in this Indenture shall
bind its successors, except as otherwise provided in Section 13.06. The provisions of Article 11
referring to the Collateral Agent shall inure to the benefit of such Collateral Agent.










-98-









 







Section 15.11 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 15.12 Counterpart Originals.




          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. Delivery of an executed
counterpart of a signature page to this Indenture by facsimile, email or other electronic means
shall be effective as delivery of a manually executed counterpart of this Indenture.



Section 15.13 Table of Contents, Headings, Etc.




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



Section 15.14 Qualification of Indenture.




          The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in
accordance with and to the extent required by the terms and conditions of the Registration Rights
Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses
for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but
not limited to, costs and expenses of qualification of this Indenture and the Notes and printing
this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the
Guarantors any such Officers’ Certificates, Opinions of Counsel or other documentation as it may
reasonably request in connection with any such qualification of this Indenture under the Trust
Indenture Act.



Section 15.15 USA Patriot Act.




          The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot
Act the Trustee and Agents, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, are required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens an account. The
parties to this agreement agree that they will provide the Trustee and the Agents with such
information as they may request in order to satisfy the requirements of the USA Patriot Act.




[Signatures on following pages]





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	 	ZAYO GROUP, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	ZAYO CAPITAL, INC.

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	ZAYO ENTERPRISE NETWORKS, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	ZAYO COLOCATION, INC.

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Indenture





 









 








	 	 	 	 	 
	 	ZAYO BANDWIDTH TENNESSEE, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	ADESTA COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	FIBERNET TELECOM, INC.

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	LOCAL FIBER, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH CENTRAL, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Indenture




 









 








	 	 	 	 	 
	 	ZAYO BANDWIDTH CENTRAL (VIRGINIA), LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH NORTHEAST, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	ZAYO BANDWIDTH NORTHEAST SUB, LLC

 	 
	 	By:  	/s/ Ken desGarennes
 	 
	 	 	Name:  	Ken desGarennes 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Indenture




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, as Trustee

 	 
	 	By:  	/s/ Melonee Young
 	 
	 	 	Name:  	Melonee Young	 
	 	 	Title:  	Vice President 	 
	 



Indenture




 









 








EXHIBIT A-1




[Face of Note]




          [Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]




          [Insert the Private Placement Legend, if applicable, pursuant to the provisions of the
Indenture]







A-1-1









 








CUSIP [                 ]

ISIN [                 ]1




[RULE 144A][REGULATION S] GLOBAL NOTE

10.25% Senior Secured First-Priority Notes due 2017




			
	No. ___
	 	[$______________]               






ZAYO GROUP, LLC

and

ZAYO CAPITAL, INC.



promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of
Exchanges of Interests in the Global Note attached hereto] [of ________________________ United
States Dollars] on March 15, 2017.



Interest Payment Dates: March 15 and September 15



Record Dates: March 1 and September 1




 





	 	 	 	 	 
	1

	 	Rule 144A Note CUSIP:
	 	989194 AA3
	 

	 	Rule 144A Note ISIN:
	 	US989194AA32
	 

	 	Regulation S Note CUSIP:
	 	U98832 AA3
	 

	 	Regulation S Note ISIN:
	 	USU98832AA33
	 

	 	Exchange Note CUSIP:
	 	989194 AB1
	 

	 	Exchange Note ISIN:
	 	US989194AB15






A-1-2









 






          IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.




	 	 	 	 	 
	 	ZAYO GROUP, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ZAYO CAPITAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-1-3









 






	 	 	 	 	 


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



Dated: [                ]




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

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 




A-1-4











 





10.25% Senior Secured First-Priority 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. Zayo Group, LLC, a Delaware limited liability company
(the
“Company”) and Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the
Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 10.25% per
annum from March 12, 2010 until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and
Additional Interest, if any, semi-annually in arrears on March 15 and September 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided that the first
Interest Payment Date shall be September 15, 2010. The Issuers will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Code) on overdue principal and
premium, if any, at the interest rate on the Notes; they shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Code) on overdue installments of
interest and Additional Interest, if any, (without regard to any applicable grace periods) at the
interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.




          2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional Interest, if
any, to the Persons who are registered Holders of Notes at the close of business on the March 1 or
September 1 (whether or not a Business Day), as the case may be, immediately 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. Payment of interest and Additional Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, provided that payment by wire
transfer of immediately available funds will be required with respect to principal of and interest,
premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.




          3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
Mellon
Trust Company, N.A., will act as Paying Agent and Registrar. The Issuers may change any Paying
Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act
in any such capacity.




          4. INDENTURE. The Issuers issued the Notes under an Indenture,
dated as of
March 12, 2010 (the “Indenture”), among the Issuers, the Guarantors named therein and the Trustee.
This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.25%
Senior Secured First-Priority Notes due 2017. The Issuers shall be entitled to issue Additional
Notes pursuant to
Section 2.01 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 such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.







 









 








          5. OPTIONAL REDEMPTION.




          (a) At any time prior to March 15, 2013, the Issuers may redeem all or part of the Notes at a
redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the
Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and
Additional Interest, if any, to the date of redemption, subject to the rights of Holders of Notes
on the relevant record date to receive interest due on the relevant interest payment date.




          (b) On or after March 15, 2013, the Issuers may redeem all or a part of the Notes, at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on
the relevant interest payment date, if redeemed during the 12-month period beginning on March 15,
of the years indicated below:




	 	 	 	 	 
	 	 	Redemption	 
	Year	 	Price	 
	2013
	 	 	105.125	%
	2014
	 	 	102.563	%
	2015 and thereafter
	 	 	100.000	%






          (c) At any time prior March 15, 2013, the Issuers may redeem up to 35% of the aggregate
principal amount of Notes issued under the Indenture (including any Additional Notes) at a
redemption price of 110.25% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest, if any, thereon to the redemption date, subject to the rights of Holders of
Notes on the relevant record date to receive interest due on the relevant interest payment date,
with the net cash proceeds of one or more Equity Offerings;
provided that at least (i) 65% of the
aggregate principal amount of Notes issued under the Indenture (including any Additional Notes)
remains outstanding immediately after the occurrence of such redemption (excluding Notes held by
the Company or its Affiliates) and (ii) the redemption must occur within 90 days of the date of the
closing of such Equity Offering.




          (d) If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed in compliance with the requirements of the principal national security exchange, if any,
on which the Notes are listed, or if the Notes are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be
redeemed only in integral multiples of $1,000 and no Note with a principal amount of less than
$2,000 will be redeemed in part.



          (e) In addition to the Issuers’ rights to redeem the Notes as set
forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise




          6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.




          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date
(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 14 of the
Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in
excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the
Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.






A-1-6 









 








          8. OFFERS TO REPURCHASE.




          (a) If a Change of Control occurs, each Holder of Notes will have the right to require the
Issuers to purchase all or any part (in integral multiples of $1,000 except that no purchase will
be permitted that would result in a Note having a remaining principal amount of less than $2,000)
of such Holder’s Notes pursuant to a Change of Control offer. In the Change of Control offer, the
Issuers will offer to purchase all of the Notes, at a purchase price in cash in an amount equal to
101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to (but not
including) the date of purchase (subject to the rights of Holders of record on relevant Record
Dates to receive interest due on an Interest Payment Date). The Change of Control offer shall be
made in accordance with Section 4.09 of the Indenture.




          (b) Under certain circumstances described in the Indenture, the Issuers will be required to
apply the proceeds of Asset Sales to the repayment of the Notes and Pari Passu Debt. The offer
shall be made in accordance with Section 4.07 of the Indenture




          9. 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 the Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the transfer of any Notes or
portion of Notes selected for redemption, except for the unredeemed portion of any Notes being
redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.




          10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.




          11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may
be amended or supplemented as provided in the Indenture.




          12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section
6.01 of the Indenture. If any Event of Default (other than as specified in
Section 6.01(8) or 6.01(9) of the Indenture with respect to an Issuer) shall occur and be
continuing with respect to the Indenture, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of
such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all
Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee
if given by the holders of the Notes) and upon any such declaration, such principal, premium, if
any, and interest shall become due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default as specified in Section 6.01(8) or 6.01(9), with respect to an Issuer
occurs and is continuing, then all the Notes shall automatically become and be due and payable
immediately in an amount equal to the principal amount of the Notes, together with accrued and
unpaid interest, if any, to the date the Notes become due and payable, without any declaration or
other act on the part of the Trustee or any holder. Holders may not enforce the Indenture, the
Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default (except a Default relating to the payment of principal, premium,
if any, Additional Interest, if any, or interest) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of





A-1-7 









 







the Holders of all of the Notes waive any existing Default or and its consequences under the
Indenture except a continuing Default in payment of the principal of, premium, if any, Additional
Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and
each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are
required to deliver to the Trustee annually a statement regarding compliance with the Indenture,
and the Issuers are required within five (5) Business Days after becoming aware of any Default, to
deliver to the Trustee a statement specifying such Default and what action the Issuers propose to
take with respect thereto.




          13. 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.




          14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.
In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement, including the right to receive Additional Interest (as defined in
the Registration Rights Agreement).




          15. GOVERNING LAW. THE INDENTURE, THE NOTES AND ANY NOTE GUARANTEE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THE INDENTURE 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 THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.




          17. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP/ISIN numbers to be printed on the
Notes and the Trustee may use CUSIP/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.




          The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the
following address:




Zayo Group, LLC

901 Front Street, Suite 200

Louisville, Colorado 80027

Facsimile: (303) 226-5923

Attention: General Counsel



A-1-8 









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:




	 	 	 

	(I) or (we) assign and transfer this Note to:
	 	 
	 

	 	 
	 

	 	(Insert assignee’ 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 Issuers. 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-1-9 









 








OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.07 or
4.09 of the Indenture, check the appropriate box below:



o Section 4.07      o Section 4.09



     If you want to elect to have only part of this Note purchased by the Issuers pursuant to
Section 4.07 or Section 4.09 of the Indenture, state the amount you elect to have purchased:



$_______________


Date: _____________________




	 	 	 	 	 

	 

	 	Your Signature:	 	 
	 

	 	 	 
	 

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

	 	Tax Identification No.:  	 
	 

	 	 	 	 




Signature Guarantee*: __________________________________





 




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




A-1-10 









 








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:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	Amount of increase	 	 	Principal Amount of	 	 	Signature of	 
	 	 	 	 	decrease in	 	 	in Principal	 	 	this Global Note	 	 	authorized signatory	 
	Date of	 	 	Principal Amount	 	 	Amount of this	 	 	following such	 	 	of Trustee or	 
	Exchange	 	 	of this Global Note	 	 	Global Note	 	 	decrease or increase	 	 	Notes Registrar	 







 




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






A-1-11 











 





Notation of Guarantee




          Pursuant
to the Indenture, dated as of March 12, 2010 (the
“Indenture”), among Zayo Group, LLC
(the “Company”), Zayo Group, Inc. (the
“Co-Issuer” and, together with the Company, the
“Issuers”),
the Guarantors named therein and the Trustee, each Guarantor, subject to the provisions of Article
13 of the Indenture, hereby, jointly and severally, guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of
the Issuers thereunder, that: (a) the principal of, interest, premium and Additional Interest, if
any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if
any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or
thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.



	 	 	 	 	 
	 	Zayo Enterprise Networks, LLC 

Zayo Bandwidth, LLC 

Zayo Colocation, Inc. 

Zayo Bandwidth Tennessee, LLC 

Adesta Communications, Inc. 

FiberNet Telecom, Inc. 

Local Fiber, LLC 

Zayo Bandwidth Central, LLC 

Zayo Bandwidth Central (Virginia), LLC 

Zayo Bandwidth Northeast, LLC 

Zayo Bandwidth Northeast Sub, LLC



as Guarantors

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-1-12









 






	 	 	 	 	 



EXHIBIT A-2




[Face of Regulation S Temporary Note]



[Insert Regulation S Temporary Global Note Legend]


[Insert the Global Note Legend]


[Insert the Private Placement Legend]







A-2-1









 








CUSIP U98832 AA3

ISIN USU98832AA33




[TEMPORARY REGULATION S]

10.25% Senior Secured First-Priority Notes due 2015




			
	 	 	 
	No. ___
	 	[$______________]






ZAYO GROUP, LLC

and

ZAYO CAPITAL, INC.



promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of
Exchanges of Interests in the Regulation S Temporary Global Note attached hereto] [of
________________________ United States Dollars] on March 15, 2017.



Interest Payment Dates: March 15 and September 15



Record Dates: March 1 and September 1







A-2-2









 







     IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.




	 	 	 	 	 
	 	ZAYO GROUP, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ZAYO CAPITAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-2-3









 






	 	 	 	 	 


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



Dated: [                ]




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-2-4









 






	 	 	 	 	 



10.25% Senior Secured First-Priority 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. Zayo Group, LLC, a Delaware limited liability company
(the “Company”) and Zayo Capital, Inc., a Delaware corporation (the
“Co-Issuer” and, together with the
Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 10.25% per
annum from March 12, 2010 until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and
Additional Interest, if any, semi-annually in arrears on March 15 and September 15 of each year, or
if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of
issuance; provided that the first
Interest Payment Date shall be September 15, 2010. The Issuers will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Code) on overdue principal and
premium, if any, at the interest rate on the Notes; they shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Code) on overdue installments of
interest and Additional Interest, if any, (without regard to any applicable grace periods) at the
interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.



          Until this Regulations S Temporary Global Note is exchanged for one or more Regulation S
Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest
hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other
respects be entitled to the same benefits as the other Notes under the Indenture.



          2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional Interest, if
any, to the Persons who are registered Holders of Notes at the close of business on the March 1 or
September 1 (whether or not a Business Day), as the case may be, immediately 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. Payment of interest and Additional Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders,
provided that payment by wire
transfer of immediately available funds will be required with respect to principal of and interest,
premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.



          3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
Mellon Trust Company, N.A., will act as Paying Agent and Registrar. The
Issuers may change any Paying Agent or Registrar without notice to the Holders.
The Issuers or any of their Subsidiaries may act in any such capacity.



          4. INDENTURE. The Issuers issued the Notes under an Indenture,
dated as of
March 12, 2010 (the “Indenture”), among the Issuers, the Guarantors named therein and the Trustee.
This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.25%
Senior Secured First-Priority Notes due 2017. The Issuers shall be entitled to issue Additional
Notes pursuant to



A-2-5









 




Section 2.01 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 such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.




          5. OPTIONAL REDEMPTION.



          (a) At any time prior to March 15, 2013, the Issuers may redeem all or part of the Notes at a
redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the
Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest and
Additional Interest, if any, to the date of redemption, subject to the rights of Holders of Notes
on the relevant record date to receive interest due on the relevant interest payment date.



          (b) On or after March 15, 2013, the Issuers may redeem all or a part of the Notes, at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on
the relevant interest payment date, if redeemed during the 12-month period beginning on March 15,
of the years indicated below:



	 	 	 	 	 
	 	 	Redemption	 
	Year	 	Price	 
	2013
	 	 	105.125	%
	2014
	 	 	102.563	%
	2015 and thereafter
	 	 	100.000	%






          (c) At any time prior March 15, 2013, the Issuers may redeem up to 35% of the aggregate
principal amount of Notes issued under the Indenture (including any Additional Notes) at a
redemption price of 110.25% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest, if any, thereon to the redemption date, subject to the rights of Holders of
Notes on the relevant record date to receive interest due on the relevant interest payment date,
with the net cash proceeds of one or more Equity Offerings;
provided that at least (i) 65% of the
aggregate principal amount of Notes issued under the Indenture (including any Additional Notes)
remains outstanding immediately after the occurrence of such redemption (excluding Notes held by
the Company or its Affiliates) and (ii) the redemption must occur within 90 days of the date of the
closing of such Equity Offering.



          (d) If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed in compliance with the requirements of the principal national security exchange, if any,
on which the Notes are listed, or if the Notes are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be
redeemed only in integral multiples of $1,000 and no Note with a principal amount of less than
$2,000 will be redeemed in part.






          (e) In addition to the Issuers’ rights to redeem the Notes as set
forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise



          6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.



          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will
be mailed by first-class mail at least 30 days but not more than 60 days before the
Redemption Date (except that redemption notices may be mailed more than 60 days prior to a
Redemption



A-2-6









 




Date if the notice is issued in connection with Article 8 or Article 14 of the Indenture) to each
Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all
of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases
to accrue on Notes or portions thereof called for redemption.




          8. OFFERS TO REPURCHASE.



          (a) If a Change of Control occurs, each Holder of Notes will have the right to require the
Issuers to purchase all or any part (in integral multiples of $1,000 except that no purchase will
be permitted that would result in a Note having a remaining principal amount of less than $2,000)
of such Holder’s Notes pursuant to a Change of Control offer. In the Change of Control offer, the
Issuers will offer to purchase all of the Notes, at a purchase price in cash in an amount equal to
101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to (but not
including) the date of purchase (subject to the rights of Holders of record on relevant Record
Dates to receive interest due on an Interest Payment Date). The Change of Control offer shall be
made in accordance with Section 4.09 of the Indenture.



          (b) Under certain circumstances described in the Indenture, the Issuers will be required to
apply the proceeds of Asset Sales to the repayment of the Notes and Pari Passu Debt. The offer
shall be made in accordance with Section 4.07 of the Indenture



          9. 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 the Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the transfer of any Notes or
portion of Notes selected for redemption, except for the unredeemed portion of any Notes being
redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.



          10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.



          11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may
be amended or supplemented as provided in the Indenture.



          12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section
6.01 of the Indenture. If any Event of Default (other than as specified in
Section 6.01(8) or 6.01(9) of the Indenture with respect to an Issuer) shall occur and be
continuing with respect to the Indenture, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of
such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all
Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee
if given by the holders of the Notes) and upon any such declaration, such principal, premium, if
any, and interest shall become due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default as specified in Section 6.01(8) or 6.01(9), with respect to an Issuer
occurs and is continuing, then all the Notes shall automatically become and be due and payable
immediately in an amount equal to the principal amount of the Notes, together with accrued and
unpaid interest, if any, to the date the Notes become due and payable, without any declaration or
other act on the part of the Trustee or any holder. Holders may not enforce the Indenture, the



A-2-7









 




Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default (except a Default relating to the payment of principal, premium,
if any, Additional Interest, if any, or interest) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or and its consequences under the Indenture except a continuing Default in payment
of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes
held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor
is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuers are required within five (5)
Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying
such Default and what action the Issuers propose to take with respect thereto.




          13. 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.



          14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.
In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement, including the right to receive Additional Interest (as defined in
the Registration Rights Agreement).



          15. GOVERNING LAW. THE INDENTURE, THE NOTES AND ANY NOTE GUARANTEE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



          16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THE INDENTURE 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 THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.



          17. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP/ISIN numbers to be printed on the
Notes and the Trustee may use CUSIP/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-2-8









 





          The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the
following address:



Zayo Group, LLC

901 Front Street, Suite 200

 Louisville, Colorado 80027

Facsimile: (303) 226-5923

Attention: General Counsel




A-2-9









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:




	 	 	 

	(I) or (we) assign and transfer this Note to: 
	 	 
	 

	 	 
	 

	 	(Insert assignee’ 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 Issuers. 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-2-10









 










OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.07 or 4.09 of
the Indenture, check the appropriate box below:



o Section 4.07            o Section 4.09




          If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section
4.07 or Section 4.09 of the Indenture, state the amount you elect to have purchased:



$_______________



Date: _____________________




	 	 	 	 	 

	 

	 	Your Signature:   	 	 
	 

	 	 	 
	 

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

	 	Tax Identification No.:  	 







Signature Guarantee*: ________________________






 




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




A-2-11









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE*




          The initial outstanding principal amount of this Regulation S Temporary Global Note
is
$_________. The following exchanges of a part of this Regulation S Temporary Global Note for an
interest in another Regulation S Temporary Global Note or for a Definitive Note, or exchanges of a
part of another Regulation S Temporary Global or Definitive Note for an interest in this Regulation
S Temporary Global Note, have been made:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	Principal Amount of	 	 
	 	 	decrease in	 	Amount of increase	 	this Regulation S	 	 
	 	 	Principal Amount	 	in Principal	 	Temporary Global	 	Signature of
	 	 	of this Regulation	 	Amount of this	 	Note	 	authorized signatory
	Date of	 	 S Temporary	 	Regulation S Temporary	 	following such	 	of Trustee or
	Exchange	 	Global Note	 	Global Note	 	decrease or increase	 	Notes Registrar
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 




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




A-2-12









 











	 	 	 





Notation of Guarantee



          Pursuant
to the Indenture, dated as of March 12, 2010 (the
“Indenture”), among Zayo Group, LLC
(the “Company”), Zayo Capital, Inc. (the
“Co-Issuer” and, together with the Company, the
“Issuers”), the Guarantors named therein and the Trustee, each Guarantor, subject to the provisions
of Article 13 of the Indenture, hereby, jointly and severally, guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of
the Issuers thereunder, that: (a) the principal of, interest, premium and Additional Interest, if
any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if
any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or
thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.



	 	 	 	 	 
	 	Zayo Enterprise Networks, LLC 

Zayo Bandwidth, LLC 

Zayo Colocation, Inc. 

Zayo Bandwidth Tennessee, LLC 

Adesta Communications, Inc.
 FiberNet Telecom, Inc. 

Local Fiber, LLC 

Zayo Bandwidth Central, LLC 

Zayo Bandwidth Central (Virginia), LLC 

Zayo Bandwidth Northeast, LLC 

Zayo Bandwidth Northeast Sub, LLC



as Guarantors

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




A-2-13











 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Zayo Group, LLC
 901 Front
Street, Suite 200

Louisville, Colorado 80027

Facsimile: (303) 226-5923

Attention: General Counsel




The Bank of New York Mellon Trust Company, N.A. 

700 South Flower Street, Suite 500

Los Angeles, California 90017

Facsimile: (213) 630-6298

Attention: Corporate Unit




          Re: 10.25% Senior Secured First-Priority Notes due 2017




          Reference is hereby made to the Indenture, dated as of March 12, 2010 (the “Indenture”), among
Zayo Group, LLC, Zayo Capital, Inc., the Guarantors named therein and the Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.




                               (the “Transferor”) owns and proposes to transfer the Note[s] or interest in
such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s]
or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:




[CHECK ALL THAT APPLY]




          1. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the United States Securities Act of
1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States.




          2. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL NOTE OR A
DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in the United States
and (x) at the time the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a
buyer in the United States, (ii) no directed





B-1









 







selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the proposed transfer is
being made prior to the expiration of the Restricted Period, the transfer is not being made to a
U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon
consummation of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Regulation S Temporary Global Note, the
Regulation S Permanent Global Note and/or the Restricted Definitive Note Indenture and the
Securities Act.




          3. o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any
applicable blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):





     (a)     o such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act;



or




     (b)     o such Transfer is being effected to the Issuers or a subsidiary thereof;



or




     (c)     o  such Transfer is being effected pursuant to an effective registration statement under the
Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.



          4. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.




          (a) o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to
and in accordance with Rule 144 to a Person who is not an affiliate (as defined in Rule 144) of the
Issuers under the Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.




          (b) o CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act to a Person who is not an
affiliate (as defined in Rule 144) of the Issuers and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of







B-2









 







the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.




          (c) o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 to a Person who is not an affiliate (as
defined in Rule 144) of the Issuers and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.




          5. o CHECK IF TRANSFEROR IS AN AFFILIATE OF THE ISSUERS.




          6. o CHECK IF TRANSFEREE IS AN AFFILIATE OF THE ISSUERS.







B-3









 








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




	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                                                             







B-4









 








ANNEX A TO CERTIFICATE OF TRANSFER





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





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





	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP [        ] ), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP [        ] ), or






	(b)	 	o a Restricted Definitive Note.






	2.	 	After the Transfer the Transferee will hold:





[CHECK ONE]





	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP [        ] ), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP [        ] ), or
	 
	 	(iii)	 	o Unrestricted Global Note (CUSIP [        ] ), or






	(b)	 	o a Restricted Definitive Note; or






	(c)	 	o an Unrestricted Definitive Note, in accordance with the terms of the Indenture.






B-5












 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE





Zayo Group, LLC

901 Front Street, Suite 200

Louisville, Colorado 80027

Facsimile: (303) 226-5923

Attention: General Counsel




The Bank of New York Mellon Trust Company, N.A.

700 South Flower Street, Suite 500

Los Angeles, California 90017

Facsimile: (213) 630-6298

Attention: Corporate Unit




          Re: 10.25% Senior Secured First-Priority Notes due 2017




          Reference is hereby made to the Indenture, dated as of March 12, 2010 (the
“Indenture”), among Zayo Group LLC, Zayo Capital, Inc., the Guarantors named therein and
the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.




          ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in
such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:




          1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE
FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE





     a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act, (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule
144) of the Issuers.




     b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted



C-1









 






Global Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act,
(iv) the Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States and (v) the Owner is not an
affiliate (as defined in Rule 144) of the Issuers.




     c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act, (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States and (v) the Owner is not an
affiliate (as defined in Rule 144) of the Issuers.




     d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE
NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for
an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act, (iv) the Unrestricted Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the United
States and (v) the Owner is not an affiliate (as defined in Rule 144) of the
Issuers.



          2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES
FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES





     a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without
transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture,
the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act.




     b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being



C-2









 






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




3) o CHECK IF OWNER IS AN AFFILIATE OF THE ISSUERS.



          4) o CHECK IF OWNER IS EXCHANGING THIS NOTE IN CONNECTION WITH AN EXPECTED TRANSFER TO AN
AFFILIATE OF THE ISSUERS.




          This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuers and are dated ________.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: _______________________







C-3









 








EXHIBIT D




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




          Supplemental Indenture (this “Supplemental Indenture”), dated as of __________, among
__________________ (the “Guaranteeing Subsidiary”), a subsidiary of Zayo Group, LLC, a
Delaware limited liability company (the “Company”), and/or Zayo Capital, Inc., a Delaware
corporation (the “Co-Issuer” and, together with the Company, the “Issuers”) and The
Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing
under the bank of the United States of America, as trustee (the “Trustee”).




W I T N E S S E T H




          WHEREAS, each of the Company, the Co-Issuer and the Guarantors (as defined in the Indenture
referred to below) have heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of March 12, 2010, providing for the issuance of an unlimited aggregate
principal amount of 10.25% Senior Secured First-Priority 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 Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; 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 of the Notes as follows:




          (1) Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          (2) Agreement to be Bound. The Guaranteeing Subsidiary hereby becomes a party to the
Indenture as a Guarantor and as such will have all of the rights and be subject to all of the
obligations and agreements of a Guarantor under the Indenture.




          (3) Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several basis with
all the existing Guarantors, to Guarantee to each Holder of the Notes and the Trustee the Indenture
Obligations pursuant to Article 13 of the Indenture.




          (4) No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the
Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes and the Note Guarantees.







D-1









 








          (5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




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




          (7) Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.




          (8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary.




          (9) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the
terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Note Guarantee are knowingly made in contemplation of such benefits.




          (10) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental
Indenture shall bind its successors, except as otherwise provided in the Indenture. All agreements
of the Trustee in this Supplemental Indenture shall bind its successors.







D-2









 








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




	 	 	 	 	 
	 	[GUARANTEEING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-3