ALDERWOODS GROUP, INC.

73/4%
SENIOR NOTES DUE 2012

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INDENTURE

Dated
as of August 19, 2004

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Wells Fargo Bank, N.A.

Trustee

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CROSS-REFERENCE TABLE*

Trust Indenture Act Section

Indenture Section310
(a)
(1)

7.10(a)
(2)

7.10(a)
(5)

7.10(b)

7.10(c)

N.A.311
(a)

7.11(b)

7.11312
(a)

2.05(b)

12.03(c)

12.03313
(a)

7.06(b)
(2)

7.06(c)

7.0612.02(d)

7.06314
(a)

4.0312.05(c)
(1)

12.04(c)
(2)

12.04(e)

12.05316
(a)
(last sentence)

2.09(a)
(1)(A)

6.05(a)
(1)(B)

6.04317
(a)
(1)

6.08


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*This Cross-Reference Table is not part of this Indenture.

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TABLE OF CONTENTS

|                                                     |  |                                                   |  | Page
|---------------------------------------------------- |  | ------------------------------------------------- |  | ----
|ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
|                                                     |  |                                                   |  |     
|Section 1.01.                                        |  | Definitions                                       |  | 1   
|Section 1.02.                                        |  | Other Definitions                                 |  | 25  
|Section 1.03.                                        |  | Incorporation by Reference of Trust Indenture Act |  | 26  
|Section 1.04.                                        |  | Rules of Construction                             |  | 26  
|                                                     |  |                                                   |  |     
|ARTICLE 2
THE NOTES                                 
|                                                     |  |                                                   |  |     
|Section 2.01.                                        |  | Form and Dating                                   |  | 27  
|Section 2.02.                                        |  | Execution and Authentication                      |  | 28  
|Section 2.03.                                        |  | Registrar and Paying Agent                        |  | 29  
|Section 2.04.                                        |  | Paying Agent to Hold Money in Trust               |  | 29  
|Section 2.05.                                        |  | Holder Lists                                      |  | 29  
|Section 2.06.                                        |  | Transfer and Exchange                             |  | 29  
|Section 2.07.                                        |  | Replacement Notes                                 |  | 42  
|Section 2.08.                                        |  | Outstanding Notes                                 |  | 43  
|Section 2.09.                                        |  | Treasury Notes                                    |  | 43  
|Section 2.10.                                        |  | Certificated Notes                                |  | 43  
|Section 2.11.                                        |  | Temporary Notes                                   |  | 45  
|Section 2.12.                                        |  | Cancellation                                      |  | 45  
|Section 2.13.                                        |  | Defaulted Interest                                |  | 45  
|Section 2.14.                                        |  | CUSIP and ISIN Numbers                            |  | 45  
|Section 2.15.                                        |  | Deposit of Moneys                                 |  | 45  
|Section 2.16.                                        |  | Computation of Interest                           |  | 46  
|                                                     |  |                                                   |  |     
|ARTICLE 3
REDEMPTION AND PREPAYMENT                 
|                                                     |  |                                                   |  |     
|Section 3.01.                                        |  | Notices to Trustee                                |  | 46  
|Section 3.02.                                        |  | Selection of Notes to Be Redeemed                 |  | 46  
|Section 3.03.                                        |  | Notice of Redemption                              |  | 46  
|Section 3.04.                                        |  | Effect of Notice of Redemption                    |  | 47  
|Section 3.05.                                        |  | Deposit of Redemption Price                       |  | 47  
|Section 3.06.                                        |  | Notes Redeemed in Part                            |  | 48  
|Section 3.07.                                        |  | Optional Redemption                               |  | 48  
|Section 3.08.                                        |  | Mandatory Redemption                              |  | 48  
|Section 3.09.                                        |  | Offer to Purchase                                 |  | 48  
|                                                     |  |                                                   |  |     
|ARTICLE 4
COVENANTS                                 
|                                                     |  |                                                   |  |     
|Section 4.01.                                        |  | Payment of Notes                                  |  | 50  
|Section 4.02.                                        |  | Maintenance of Office or Agency                   |  | 51  

i

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|                                |  |                                                                           |  | Page
|------------------------------- |  | ------------------------------------------------------------------------- |  | ----
|Section 4.03.                   |  | Reports                                                                   |  | 51  
|Section 4.04.                   |  | Compliance Certificate                                                    |  | 52  
|Section 4.05.                   |  | Taxes                                                                     |  | 52  
|Section 4.06.                   |  | Stay, Extension and Usury Laws                                            |  | 52  
|Section 4.07.                   |  | Restricted Payments                                                       |  | 53  
|Section 4.08.                   |  | Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries |  | 56  
|Section 4.09.                   |  | Incurrence of Indebtedness and Issuance of Preferred Stock                |  | 58  
|Section 4.10.                   |  | Asset Sales                                                               |  | 60  
|Section 4.11.                   |  | Transactions with Affiliates                                              |  | 62  
|Section 4.12.                   |  | Liens                                                                     |  | 63  
|Section 4.13.                   |  | Corporate Existence                                                       |  | 63  
|Section 4.14.                   |  | Offer to Repurchase upon Change of Control                                |  | 64  
|Section 4.15.                   |  | Designation of Restricted and Unrestricted Subsidiaries                   |  | 65  
|Section 4.16.                   |  | Business Activities                                                       |  | 66  
|Section 4.17.                   |  | Additional Note Guarantees                                                |  | 67  
|                                |  |                                                                           |  |     
|ARTICLE 5
SUCCESSORS           
|                                |  |                                                                           |  |     
|Section 5.01.                   |  | Merger, Consolidation or Sale of Assets                                   |  | 68  
|Section 5.02.                   |  | Successor Corporation Substituted                                         |  | 69  
|                                |  |                                                                           |  |     
|ARTICLE 6
DEFAULTS AND REMEDIES
|                                |  |                                                                           |  |     
|Section 6.01.                   |  | Events of Default                                                         |  | 69  
|Section 6.02.                   |  | Acceleration                                                              |  | 71  
|Section 6.03.                   |  | Other Remedies                                                            |  | 71  
|Section 6.04.                   |  | Waiver of Past Defaults                                                   |  | 72  
|Section 6.05.                   |  | Control by Majority                                                       |  | 72  
|Section 6.06.                   |  | Limitation on Suits                                                       |  | 72  
|Section 6.07.                   |  | Rights of Holders of Notes to Receive Payment                             |  | 73  
|Section 6.08.                   |  | Collection Suit by Trustee                                                |  | 73  
|Section 6.09.                   |  | Trustee May File Proofs of Claim                                          |  | 73  
|Section 6.10.                   |  | Priorities                                                                |  | 74  
|Section 6.11.                   |  | Undertaking for Costs                                                     |  | 74  
|Section 6.12.                   |  | Restoration of Rights and Remedies                                        |  | 74  
|Section 6.13.                   |  | Rights and Remedies Cumulative                                            |  | 74  
|Section 6.14.                   |  | Delay or Omission Not Waiver                                              |  | 75  
|Section 6.15.                   |  | Record Date                                                               |  | 75  
|                                |  |                                                                           |  |     
|ARTICLE 7
TRUSTEE              
|                                |  |                                                                           |  |     
|Section 7.01.                   |  | Duties of Trustee                                                         |  | 75  
|Section 7.02.                   |  | Rights of Trustee                                                         |  | 76  
|Section 7.03.                   |  | Individual Rights of Trustee                                              |  | 77  

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|                                                                               |  |                                                                                          |  | Page
|------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------- |  | ----
|Section 7.04.                                                                  |  | Trustee's Disclaimer                                                                     |  | 77  
|Section 7.05.                                                                  |  | Notice of Defaults                                                                       |  | 77  
|Section 7.06.                                                                  |  | Reports by Trustee to the Holders of the Notes                                           |  | 77  
|Section 7.07.                                                                  |  | Compensation and Indemnity                                                               |  | 78  
|Section 7.08.                                                                  |  | Replacement of Trustee                                                                   |  | 79  
|Section 7.09.                                                                  |  | Successor Trustee by Merger, Etc.                                                        |  | 79  
|Section 7.10.                                                                  |  | Eligibility; Disqualification                                                            |  | 80  
|Section 7.11.                                                                  |  | Preferential Collection of Claims Against Company                                        |  | 80  
|                                                                               |  |                                                                                          |  |     
|ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE
|                                                                               |  |                                                                                          |  |     
|Section 8.01.                                                                  |  | Option to Effect Legal Defeasance or Covenant Defeasance                                 |  | 80  
|Section 8.02.                                                                  |  | Legal Defeasance and Discharge                                                           |  | 80  
|Section 8.03.                                                                  |  | Covenant Defeasance                                                                      |  | 81  
|Section 8.04.                                                                  |  | Conditions to Legal Defeasance or Covenant Defeasance                                    |  | 81  
|Section 8.05.                                                                  |  | Satisfaction and Discharge of Indenture                                                  |  | 83  
|Section 8.06.                                                                  |  | Survival of Certain Obligations                                                          |  | 83  
|Section 8.07.                                                                  |  | Acknowledgment of Discharge by Trustee                                                   |  | 84  
|Section 8.08.                                                                  |  | Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions |  | 84  
|Section 8.09.                                                                  |  | Repayment to Company                                                                     |  | 84  
|Section 8.10.                                                                  |  | Indemnity for Government Securities                                                      |  | 85  
|Section 8.11.                                                                  |  | Reinstatement                                                                            |  | 85  
|                                                                               |  |                                                                                          |  |     
|ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER                                    
|                                                                               |  |                                                                                          |  |     
|Section 9.01.                                                                  |  | Without Consent of Holders of Notes                                                      |  | 85  
|Section 9.02.                                                                  |  | With Consent of Holders of Notes                                                         |  | 86  
|Section 9.03.                                                                  |  | Compliance with Trust Indenture Act                                                      |  | 88  
|Section 9.04.                                                                  |  | Revocation and Effect of Consents                                                        |  | 88  
|Section 9.05.                                                                  |  | Notation on or Exchange of Notes                                                         |  | 88  
|Section 9.06.                                                                  |  | Trustee to Sign Amendments, Etc.                                                         |  | 88  
|                                                                               |  |                                                                                          |  |     
|ARTICLE 10
NOTE GUARANTEES                                                    
|                                                                               |  |                                                                                          |  |     
|Section 10.01.                                                                 |  | Guarantee                                                                                |  | 88  
|Section 10.02.                                                                 |  | Subordination of Note Guarantee                                                          |  | 89  
|Section 10.03.                                                                 |  | Limitation on Guarantor Liability                                                        |  | 90  
|Section 10.04.                                                                 |  | Execution and Delivery of Note Guarantee                                                 |  | 90  
|Section 10.05.                                                                 |  | Releases Following Sale of Assets                                                        |  | 90  
|Section 10.06.                                                                 |  | Additional Guarantors                                                                    |  | 91  
|Section 10.07.                                                                 |  | Notation Not Required                                                                    |  | 91  

iii

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|                         |  |                                                                          |  | Page
|------------------------ |  | ------------------------------------------------------------------------ |  | ----
|Section 10.08.           |  | Successors and Assigns                                                   |  | 91  
|Section 10.09.           |  | No Waiver                                                                |  | 91  
|Section 10.10.           |  | Modification                                                             |  | 91  
|                         |  |                                                                          |  |     
|ARTICLE 11
MISCELLANEOUS
|                         |  |                                                                          |  |     
|Section 11.01.           |  | Trust Indenture Act Controls                                             |  | 92  
|Section 11.02.           |  | Notices                                                                  |  | 92  
|Section 11.03.           |  | Communication by Holders of Notes with Other Holders of Notes            |  | 93  
|Section 11.04.           |  | Certificate and Opinion as to Conditions Precedent                       |  | 93  
|Section 11.05.           |  | Statements Required in Certificate or Opinion                            |  | 93  
|Section 11.06.           |  | Rules by Trustee and Agents                                              |  | 94  
|Section 11.07.           |  | No Personal Liability of Directors, Officers, Employees and Stockholders |  | 94  
|Section 11.08.           |  | Governing Law                                                            |  | 94  
|Section 11.09.           |  | No Adverse Interpretation of Other Agreements                            |  | 94  
|Section 11.10.           |  | Successors                                                               |  | 94  
|Section 11.11.           |  | Severability                                                             |  | 94  
|Section 11.12.           |  | Counterpart Originals                                                    |  | 95  
|Section 11.13.           |  | Benefit of Indenture                                                     |  | 95  
|Section 11.14.           |  | Table of Contents, Headings, Etc.                                        |  | 95  

iv

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EXHIBITS

|Exhibit A  |  | FORM OF NOTE                   
|---------- |  | -------------------------------
|Exhibit B  |  | FORM OF CERTIFICATE OF TRANSFER
|Exhibit C  |  | FORM OF CERTIFICATE OF EXCHANGE
|Exhibit D  |  | FORM OF NOTE GUARANTEE         
|Exhibit E  |  | FORM OF SUPPLEMENTAL INDENTURE 
|Schedule I |  | GUARANTORS                     

v

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INDENTURE dated as of August 19, 2004 among Alderwoods Group, Inc., a Delaware corporation (the "Company"), the Guarantors
listed in Schedule I hereto and Wells Fargo Bank, N.A., as trustee (the "Trustee").

The
Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and proportionate benefit of the Holders of the 73/4% Senior
Notes due 2012 and the Exchange Notes (as defined herein).

ARTICLE 1    DEFINITIONS AND INCORPORATION BY REFERENCE

1.01.Definitions.

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

"Acquired Debt" means, with respect to any specified Person:



"Additional Notes" means an unlimited maximum aggregate principal amount of Notes (other than the Notes issued on the Issue Date) issued
under this Indenture in accordance with Sections 2.02 and subject to Section 4.09 hereof.

"Affiliate" of any specified Person means (a) any other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person or (b) any executive officer or director of such specified Person. For purposes of this definition, "control," as used with respect to any
Person, shall mean 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;providedthat beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control.
For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

"Agent" means any Registrar, Paying Agent or co-registrar.

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"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

"Asset Sale" means:



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



2

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

"Bankruptcy Law" means any law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law, including, without limitation, the state bankruptcy law of the Company or the Guarantor's jurisdiction and title 11,
United States Bankruptcy Code of 1978, as amended.

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

"Board of Directors" means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to
a partnership, the Board of Directors of the general partner of the partnership; and (c) with respect to any other Person, the board or committee of such Person serving a similar function or,
except as used in Section 4.11 hereof, all committees thereof authorized to exercise the appropriate power of the board of directors of such corporation, general partner or Person serving a
similar function.

"Broker-Dealer" has the meaning set forth in the Registration Rights Agreement.

"Business Day" means any day other than a Legal Holiday.

"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

3

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"Capital Stock" means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

"Cash Equivalents" means (a) United States and Canadian dollars; (b) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or instrumentality thereof (providedthat the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than 12 months from the date of acquisition; (c) certificates of deposit and eurodollar time deposits
with maturities of 12 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 domestic
commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better; (d) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in
clause (c) above; (e) commercial paper having one of the two highest ratings obtainable from Moody's or S&P (or any successors thereto) and in each case maturing within 12 months
after the date of acquisition; (f) 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, having the highest rating obtainable from Moody's or S&P (or any successors thereto) and having maturities of not more than 12 months from the date of acquisition; and
(g) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (f) of this definition.

"Certificated Note" means a certificated note in registered certificated form in the name of the Holder thereof and issued in accordance
with Section 2.06 hereof, 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.

"Change of Control" means the occurrence of any of the following: (a) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act); (b) the adoption of a plan relating to the liquidation or dissolution of
the Company; (c) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), becomes the ultimate Beneficial Owner, directly or indirectly,
of 50% or more of the voting power of the Voting Stock of the Company; (d) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing
Directors; or (e) 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 or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction
where (i) the 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 outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and
(ii) immediately after such transaction, no "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly, the
ultimate Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

4

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"Clearstream" means Clearstream Banking, société anonyme.

"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.

"Consolidated EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such
periodplus:



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, the Fixed Charges of and the depreciation and amortization and other non-cash
expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated EBITDA of the Company (A) in the same proportion that the 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 divided 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 and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

5

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"Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and
its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP;providedthat:



"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (a) was a
member of such Board of Directors on the Issue Date; or (b) 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.

6

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"Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 11.02 hereof or such other
address as to which the Trustee may give notice to the Company.

"Credit Agreement" means that certain Credit Agreement, dated as of September 17, 2003 and as amended as of January 23, 2004
and further amended as of the date hereof by and among the Company, Bank of America, N.A., as Administrative Agent, and the other lenders named therein providing for term loan borrowings and
revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed,
refunded, replaced or refinanced from time to time, regardless of whether such amendment, 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) or commercial paper
facilities providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

"Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

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

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

"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. 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 asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to
such provisions unless such repurchase or redemption complies with Section 4.07. The term "Disqualified Stock" shall 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 required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

7

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"Domestic Subsidiary" means any Restricted Subsidiary of the Company other than a Restricted Subsidiary that is (a) a "controlled
foreign corporation" under Section 957 of the Internal Revenue Code or (b) a Subsidiary of any such controlled foreign corporation.

"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).

"Euroclear" means Euroclear S.A./N.V., as operator of the Euroclear System.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Notes" means the Notes issued in the Exchange Offer in accordance with Section 2.06(f) hereof.

"Exchange Offer" has the meaning set forth in the Registration Rights Agreement or any similar agreement with respect to any Additional
Notes.

"Exchange Offer Registration Statement" has the meaning set forth in the Registration Rights Agreement or any similar agreement with
respect to any Additional Notes.

"Excluded Subsidiaries" means (1) the Insurance Subsidiaries, (2) Stephens Burial Association, Inc., Stephens Funeral
Benefit Association, Inc., The Frank J. Fisher Funeral Insurance Company, Thweatt Funeral Insurance Company, Inc., Byron's Funeral Homes, Inc., Cuffe-McGinn Funeral
Home, Inc., Doane Beal & Ames, Inc., Ernest A. Richardson Funeral Home, Inc., Gaffey Funeral Home, Inc., Hafey Funeral Service, Inc., John C. Mulry Funeral
Homes, Inc., Ratell Funeral Home, Inc., Reimann Funeral Insurance Company, Inc., Riemann Insurance Company, Inc., McHugh Funeral Home, Inc., Alderwoods
(Kentucky), Inc., New Orleans Limousine Service, Inc., Bennett-Emmert-Szakovits Funeral Home, Inc., and Dunwood Cemetery Service Company and (3) any newly created or
acquired Domestic Subsidiary that is subject to regulatory restrictions that prohibit the execution of a Note Guarantee as certified to the Trustee pursuant to an Officers' Certificate.

"Existing Indebtedness" means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the Issue Date after giving effect to the application of the proceeds of the Notes and of any Indebtedness under the Credit Agreement borrowed
on the Issue Date, until such amounts are repaid.

"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. Fair Market value shall be determined in good faith by the Board of Directors of the Company and evidenced by a Board
Resolution delivered to the Trustee if the Fair Market Value is greater than or equal to $5.0 million;provided however, that in connection with
the sale or other disposition of assets held for sale as of June 19, 2004, Fair Market Value may be determined and evidenced by an Officers' Certificate if such sale was previously approved by
the Board of Directors of the Company.

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"Fixed Charge Coverage Ratio" means, with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such
Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays,
repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and
on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.

In
addition, for purposes of calculating the Fixed Charge Coverage Ratio:



"Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of (a) the consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of 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, imputed interest with respect to
Attributable Debt, 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, and excluding amortization or write-off of debt issuance costs;plus(b) the consolidated interest
of such Person and its Restricted Subsidiaries that was capitalized during such period;plus(c) any interest expense on Indebtedness of another
Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or
Lien is called upon;plus(d) the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any series of
Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries, other than (A) dividends on Equity Interests payable solely in Equity Interests of the Company (other
than Disqualified Stock) or (B) dividends to the Company or a Restricted Subsidiary of the Company, times (ii) 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 such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

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"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and
pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are
applicable on the date of determination and consistently applied.

"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, issued in
accordance with certain sections of this Indenture and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee.

"Government Securities" means direct obligations of the United States of America for the payment of which obligations the full
faith and credit of the United States is pledged.

"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.

"Guarantors" means:



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.

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"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk;
(b) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk;
(c) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk; and
(d) any indemnity agreements and arrangements entered into in connection with agreements described in clauses (a), (b) and (c) above.

"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;providedthat (a) any
Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a
Restricted Subsidiary of the Company and (b) 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 and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or
Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness;providedthat in
each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary as accrued.

"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, without duplication, whether or not
contingent:



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In
addition, the term "Indebtedness" includes (x) 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),providedthat the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of
determination and (B) the amount of such Indebtedness, and (y) 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 which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock
as if such Disqualified Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the
Fair Market Value of such Disqualified Stock, such Fair Market Value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

The
amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:



providedthat Indebtedness shall not include:



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"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.

"Insurance Subsidiary" means a direct or indirect Restricted Subsidiary of the Company that (a) is regulated as an insurance
company or an insurance holding company under applicable law and (b) is designated by the Board of Directors of the Company as an Insurance Subsidiary;provided,
however, that if any such Subsidiary Guarantees any Indebtedness of the Company or any Restricted Subsidiary of the Company (other than another Insurance Subsidiary), then such
Subsidiary shall cease to be an Insurance Subsidiary for so long as it shall continue to Guarantee such Indebtedness. As of the Issue Date, Funeral Service, Inc., Alderwoods Life Insurance
Group, Inc., Mayflower National Life Insurance Company, National Capital Life Insurance Company, Mayflower Corporate Services, Inc., Security Plan Life Insurance Company, Security Plan
Fire Insurance Company and The Security Plan Agency, Inc. shall be Insurance Subsidiaries.

"Interest Payment Date" means March 15 and September 15 of each year to Stated Maturity.

"Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP,
recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary
course of business), advances (excluding commission, travel, payroll and similar advances to officers and employees made in the ordinary course of business), 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, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

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If
the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of in an amount determined as provided in Section 4.07. The acquisition by the
Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person only if such Investment was made in contemplation of, or in connection with, the acquisition of such Person by the Company or such Restricted Subsidiary and the amount of any such
Investment shall be determined as provided in the final paragraph of Section 4.07.

"Issue Date" means the date of original issuance of the Notes under this Indenture.

"Legal Holiday" means a Saturday, a Sunday or a day on which commercial banks 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. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest on such payment shall accrue for the intervening period.

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

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

"Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement.

"Maturity" means, with respect to any Indebtedness, the date on which any principal of such Indebtedness becomes due and payable as
therein or herein provided, whether at the Stated Maturity with respect to such principal or by declaration of acceleration, call for redemption or purchase or otherwise.

"Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

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"Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and
before any reduction in respect of Preferred Stock dividends, excluding, however, (a) any gain (but not loss), together with any related provision for taxes on such gain (but not loss),
realized in connection with, (i) any sale of assets outside the ordinary course of business of such Person; or (ii) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (b) any extraordinary gain (but not loss), together with any related
provision for taxes on such extraordinary gain (but not loss).

"Net Proceeds" means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct costs relating to such Asset Sale, including,
without limitation, legal, accounting and investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof; (b) 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; (c) amounts required to be applied to the repayment of
Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or is required to be paid as a result of such sale; (d) any reserve for
adjustment in respect of the sale price of such asset or assets established in accordance with GAAP; and (e) appropriate amounts to be provided by the Company or its Restricted Subsidiaries as
a reserve against liabilities associated with such Asset Sale, including 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 reflected in an Officers' Certificate delivered to the Trustee;provided, however, that (i) excess amounts set aside for payment of taxes pursuant to clause (b) above remaining after such taxes have been paid in
full or the statute of limitations therefore has expired and (ii) amounts initially held in reserve pursuant to clause (e) no longer so held shall at that time become Net Proceeds.

"Non-U.S. Person" means a Person who is not a U.S. Person.

"Note Guarantee" means the Guarantee by each Guarantor of the Company's payment obligations under this Indenture and on the Notes,
executed pursuant to this Indenture.

"Notes" means the 73/4% Senior Notes due 2012 of the Company issued on the Issue Date, the Exchange Notes and the
Additional Notes. The Notes shall be treated as a single class for all purposes under this Indenture.

"Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness.

"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 Principal Accounting Officer, the Secretary or any Vice-President, or any person
performing the equivalent function, of such Person.

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"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 Section 11.05 hereof.

"Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee
of the Company) that meets the requirements of Section 11.05 hereof.

"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 The Depository Trust Company, shall include Euroclear and Clearstream).

"Permitted Business" means any business conducted or proposed to be conducted (as described in the Offering Memorandum of the Company
dated August 5, 2004) by the Company and its Restricted Subsidiaries on the Issue Date and other businesses similar or reasonably related, ancillary, complementary or incidental thereto or
reasonable extensions or expansions thereof.

"Permitted Investments" means:



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"Permitted Liens" means:



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18

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19

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"Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for,
or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness);providedthat:



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

"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 hereunder
except where otherwise permitted by this Indenture.

"Qualified Equity Offering" means (i) an offer and sale of common stock (other than Disqualified Stock) of the Company pursuant to
a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to
equity securities issuable under any employee benefit plan of the Company) or (ii) any private placement of common stock (other than Disqualified Stock) of the Company to any Person.

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"Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by the Company or any of its
Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary any account receivable (whether now existing or
arising in the future) and any assets related thereto, including all collateral securing such accounts receivable, all guarantees or other obligations in respect of such accounts receivable, proceeds
of such accounts receivable and all other assets that are customarily transferred, or in respect of which security interest are customarily granted, in connection with an asset securitization
transaction involving accounts receivable and pursuant to which such Receivables Subsidiary may sell, convey or otherwise transfer interests in such accounts receivable and related assets to any
Person other than an Affiliate of the Company;providedthat:



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

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"Receivables Subsidiary" means a special purpose wholly-owned Subsidiary of the Company created in connection with the transactions
contemplated by a Qualified Receivables Transaction, which Subsidiary engages in no activities other than those incidental to such Qualified Receivables Transaction and which is designated by the
Board of Directors of the Company as a Receivables Subsidiary. Any such designation by the Board of Directors of the Company shall be evidenced by filing with the Trustee a Board Resolution giving
effect to such designation and an Officers' Certificate certifying, to the best of such officers' knowledge and belief after consulting with counsel, such designation, and the transactions in which
the Receivables Subsidiary will engage, comply with the requirements of the definition of Qualified Receivables Transaction complied with the preceding conditions and was permitted by this Indenture.

"Record Date" for the interest payable on any Interest Payment Date means March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.

"Registration Rights Agreement" means the Registration Rights Agreement, dated August 19, 2004, among the Company, the Guarantors,
Banc of America Securities LLC and Morgan Stanley & Co. Incorporated.

"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 permanent Global Note in the form of Exhibit A hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal
amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

"Regulation S Temporary Global Note" means a temporary global Note in the form of Exhibit A hereto bearing the Global
Note Legend, the Private Placement Legend and the Temporary Regulation S 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.

"Replacement Assets" means (a) non-current assets that shall be used or useful in a Permitted Business or
(b) all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that shall become on the date of acquisition
thereof a Restricted Subsidiary.

"Representative" means the Trustee, agent or representative for any Senior Debt.

"Responsible Officer" when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

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"Restricted Certificated Note" means a Certificated Note bearing the Private Placement Legend.

"Restricted Global Note" means individually and collectively a 144A Global Note, a Regulation S Permanent Global Note and a
Regulation S Temporary Global Note.

"Restricted Investment" means an Investment other than a Permitted Investment.

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

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

"Rule 144" means Rule 144 promulgated under the Securities Act.

"Rule 144A" means Rule 144A promulgated under the Securities Act.

"Rule 903" means Rule 903 promulgated under the Securities Act.

"Rule 904" means Rule 904 promulgated the Securities Act.

"S&P" means Standard and Poor's Ratings Services or any successor to the rating agency business thereof and its successors.

"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 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 Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Secured Debt Cap" means, on any date, an amount equal to (x) 2.25 times the Consolidated EBITDA of the Company and its Restricted
Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, minus(y) the aggregate amount of secured
Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date (other than
Indebtedness secured by Liens under clause (a) of the definition of "Permitted Liens"). In the event that the Company or any of its Restricted
Subsidiaries incurs, repays or redeems any secured Indebtedness on such date, then the Secured Debt Cap shall be calculated giving pro forma effect to such incurrence, repayment or redemption.
In addition, for purposes of making the computation referred to above, (a) acquisitions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers or
consolidations, since the beginning of the four-quarter period referred to above, shall be deemed to have occurred on the first day of the four-quarter period and Consolidated
EBITDA for such four-quarter period shall be calculated without giving effect to clause (c) of the proviso set forth in the definition of Consolidated Net Income, and (b) the
Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or business disposed of since the beginning of the four-quarter period
referred to above, shall be excluded.

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"Shelf Registration Statement" means the Shelf Registration Statement as defined in the Registration Rights Agreement.

"Significant Subsidiary" means any Subsidiary that would constitute a "significant subsidiary" within the meaning of Article 1 of
Regulation S-X of the Securities Act.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary of the Company, which are reasonably customary in an accounts receivable securitization transaction.

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

"Subsidiary" means, with respect to any specified Person: (a) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (b) any partnership (i) the
sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

"Temporary Regulation S Legend" means the legend set forth in Section 2.06(h), which is required to be placed on the
Regulation S Temporary Global Note.

"TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in
effect on the date on which this Indenture is qualified under the TIA.

"Trustee" means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with this Indenture
and thereafter means the successor serving hereunder.

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

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"Unrestricted Global Note" means a permanent global Note in the form of Exhibit A attached hereto that bears the Global Note Legend
and that has the "Schedule of Exchanges of Interests in the Global Note" attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a
series of Notes that do not bear the Private Placement Legend.

"Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a Board Resolution in compliance with Section 4.15 and any Subsidiary of such Subsidiary.

"U.S. Person" means a U.S. person as defined in Rule 902(o) under the Securities Act.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(a) the sum of the products obtained by multiplying (i) 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 (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such
payment; by (b) the then outstanding principal amount of such Indebtedness.

Section 1.02.Other Definitions.

Term

Defined in
Section"Affiliate Transaction"

4.11"Asset Sale Offer"

4.10"Authentication Order"

2.02"Change of Control Offer"

4.14"Change of Control Payment"

4.14"Change of Control Payment Date"

4.14"Company"

Preamble"Covenant Defeasance"

8.03"DTC"

2.03"Event of Default"

6.01"Excess Proceeds"

4.10"Legal Defeasance"

8.02"Offer Amount"

3.09"Offer Period"

3.09"Paying Agent"

2.03"Payment Default"

6.01"Payment Blockage Notice"

10.03"Permitted Debt"

4.09"Purchase Date"

3.09"Registrar"

2.03"Repurchase Offer"

3.09"Restricted Payments"

4.07


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Section 1.03.Incorporation by Reference of Trust Indenture Act.    The
mandatory provisions of the TIA that are required to be a part of and govern indentures qualified under the TIA are incorporated by reference in and are a part of this Indenture, whether or not this
Indenture is so qualified. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The
following TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Notes;

"indenture security Holder" means a Holder of a Note;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

"obligor" on the Notes means the Company and any successor obligor upon the Notes.

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

Section 1.04.Rules of Construction.    Unless the context otherwise requires:



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ARTICLE 2    THE NOTES

Section
2.01.Form and
Dating.    (a)General.The Notes and the Trustee's certificate of authentication with respect thereto
shall be substantially in the form of Exhibit A hereto, which is incorporated in, and forms a part of, this Indenture. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication. The Notes shall be issued in registered, global form and shall be in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.

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

(b)Global Notes.Notes issued in global form shall be substantially in the form of Exhibit A attached
hereto (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 therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)Temporary Global Notes.Notes offered and sold in reliance on Regulation S shall be issued initially
in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for The Depository
Trust Company in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or
Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers'
Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in
Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the
Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

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(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 Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02.Execution and Authentication.    One Officer shall sign the Notes
for the Company by manual or facsimile signature.

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

A
Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this
Indenture.

The
aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

The
Trustee shall, upon a written order of the Company signed by one Officer (an "Authentication Order"), authenticate Notes for original
issue up to the aggregate principal amount authorized pursuant to this Indenture.

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

The
Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. Initial Notes and any Additional
Notes subsequently issued shall be treated as a single class for all purposes of this Indenture, including, without limitation, waivers, amendments and redemptions and offers to purchase.

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Section 2.03.Registrar and Paying Agent.    The Company shall maintain an
office or agency where Notes may be presented or surrendered for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented or surrendered for payment
("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The
Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes.

The
Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.Paying Agent to Hold Money in Trust.    The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary thereof) shall have no further liability for the money. If the Company or a Subsidiary thereof acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05.Holder Lists.    The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06.Transfer and Exchange.    (a) Transfer and Exchange of
Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Company for Certificated Notes if
(i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Certificated Notes and delivers a written notice to such effect to
the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Certificated Notes prior to (x) the expiration of the Restricted
Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (iii) there shall 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, Certificated Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07, 2.10 and 2.11 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07, 2.10 or 2.11 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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(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 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:



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

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



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the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(i) hereof, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated in the instructions a Certificated Note in the appropriate principal amount. Any Certificated Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) 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 Certificated Notes to the
Persons in whose names such Notes are so registered. Any Certificated 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 shall be subject to all restrictions on transfer contained therein.



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(e)Transfer and Exchange of Certificated Notes for Certificated Notes.Upon request by a Holder of Certificated
Notes and such Holder's compliance with this Section 2.06(e), the Registrar shall register the transfer or exchange of Certificated Notes for Certificated Notes. Prior to such registration of
transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Certificated Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to
the Registrar duly executed by such Holder or by his 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 clauses of this Section 2.06(e).



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(f)Exchange Offer.Upon the occurrence of the Exchange Offer in accordance with the Registration Rights
Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in
Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Certificated Notes in an aggregate principal amount equal to the principal amount of the
Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Certificated Notes so
accepted Certificated Notes in the appropriate principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the
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 Global Notes and Certificated Notes issued under
this Indenture as specified in this Indenture.



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(h)Regulation S Temporary Global Note Legend.Each Regulation S Temporary Global Note shall bear
a legend in substantially the following form:



(i)Cancellation and/or Adjustment of Global Notes.At such time as all beneficial interests in a particular
Global Note have been exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note shall
be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased
accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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(j)General Provisions Relating to Transfers and Exchanges.(i) To permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Certificated Notes upon the Company's order or at the Registrar's request.



Section 2.07.Replacement Notes.    If any mutilated Note is surrendered to the
Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may
charge the applicable holder for its expenses (including, without limitation, reasonable attorneys' fees and expenses) in replacing a Note.

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Every
replacement Note issued pursuant to this Section 2.07 is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08.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 this Indenture, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

If
a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona
fide purchaser or protected purchaser.

If
the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on
that date in full, 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 the Notes have concurred in any direction, waiver or consent, Notes owned by the Company, any direct or indirect Subsidiary of the Company or any Affiliate of the Company
shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that
the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or any obligor upon the Notes or any Affiliate of the Company or of
such other obligor.

Section 2.10.Certificated Notes.    (a) A Global Note deposited with
the Depositary or other custodian for the Depositary pursuant to Section 2.01 shall be transferred to the beneficial owners thereof in the form of certificated Notes only if such transfer
complies with Section 2.06 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Note, or if at any time the Depositary
ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 120 days of the earlier of such notice or the Company
becoming aware of such cessation, or (ii) the Company, at its option, executes and delivers to the Trustee a notice that such Global Note be so transferable, registrable and exchangeable, or
(iii) a Default or an Event of Default has occurred and is continuing with respect to the Notes and the Registrar has received a request for such transfer from either the Depositary or a Person
with a beneficial interest in such Notes or (iv) the issuance of such certificated Notes is necessary in order for a Holder or beneficial owner to present its Note or Notes to a Paying Agent in
order to avoid any tax that is imposed on or with respect to a payment made to such Holder or beneficial owner and the Holder or beneficial owner (through the Depositary) so certifies to the Company
and the Trustee. Notice of any such transfer shall be given by the Company in accordance with the provisions of Section 11.02.

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(b)   Any
Global Note that is transferable to the beneficial owners thereof in the form of certificated Notes pursuant to this Section 2.10 shall be surrendered by the
Depositary to the Transfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of Notes of authorized denominations in the form of certificated Notes.

(c)   In
connection with the exchange of an entire Global Note for certificated Notes pursuant to this Section 2.10, such Global Note shall be deemed to be surrendered
to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of certificated Notes. In the event that such certificated Notes are not issued to each beneficial owner promptly after the Registrar
has received a request from the Depositary or (through the Depositary) a beneficial owner to issue such certificated Notes, the Company expressly acknowledges, with respect to the right of any Holder
to pursue a remedy pursuant to Article Six hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial
owner's Notes as if such certificated Notes had been issued.

(d)   Any
portion of a Global Note transferred or exchanged pursuant to this Section 2.10 shall be executed, authenticated and delivered only in registered form in
denominations of $1,000 and any integral multiple thereof and registered in such names as the Depositary shall direct. Subject to the foregoing, a Global Note is not exchangeable except for a Global
Note of like denomination to be registered in the name of the Depositary or its nominee. In the event that a Global Note becomes exchangeable for certificated Notes, payment of principal, premium, if
any, and Liquidated Damages, if any, and interest on the certificated Notes will be payable, and the transfer of the certificated Notes will be registrable, at the office or agency of the Company
maintained for such purposes in accordance with Section 2.03.

(e)   In
the event of the occurrence of any of the events specified in Section 2.10(a), the Company will promptly make available to the Trustee a reasonable supply of
certificated Notes in definitive, fully registered form without interest coupons.

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Section 2.11.Temporary Notes.    Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of
certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.12.Cancellation.    The Company at any time may deliver Notes to the
Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner (subject to record retention
requirements of the Exchange Act). Certification of such disposition of cancelled Notes shall be delivered to the Company. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.13.Defaulted Interest.    If the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent
special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to
be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of
such interest to be paid.

Section 2.14.CUSIP and ISIN Numbers.    The Company in issuing the Notes may
use "CUSIP" and "ISIN" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" and "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 Company shall promptly notify the Trustee of any
change in the "CUSIP" or "ISIN" numbers.

Section 2.15.Deposit of Moneys.    By or before 12:00 p.m. (noon)
Eastern Time on each due date of the principal, premium, if any, and Liquidated Damages, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately
available funds sufficient to pay such principal, premium, if any, and Liquidated Damages, if any, and interest so becoming due on the due date for payment under the Notes and (unless the Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

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Section 2.16.Computation of Interest.    Interest on the Notes shall be
computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE 3    REDEMPTION AND PREPAYMENT

3.01.Notices to Trustee.    If the Company elects to redeem Notes pursuant to
Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date (unless a shorter notice period shall be satisfactory to
the Trustee in its reasonable discretion), an Officers' Certificate setting forth (a) the clause of this Indenture pursuant to which the redemption shall occur, (b) the redemption date,
(c) the principal amount of Notes to be redeemed and (d) the redemption price.

Section 3.02.Selection of Notes to Be Redeemed.    If less than all of the
Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which
the Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee (unless a
shorter time period shall be satisfactory to the Trustee) from the outstanding Notes not previously called for redemption.

The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof
to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, the 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.    Subject to Section 3.09 hereof,
at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address.

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



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At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense;provided, however, that the Company shall
have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers' Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein shall be
presumed to have been given, whether or not the Holder receives such notice.

Section 3.04.Effect of Notice of Redemption.    Once notice of redemption is
mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05.Deposit of Redemption Price.    Not later than one Business Day
prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest and Liquidated
Damages, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

If
the Company complies with the preceding paragraph of this Section 3.05, on and after the redemption date, interest and Liquidated Damages, if any, shall cease to accrue on the
Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because
of the failure of the Company to comply with the preceding paragraph, interest shall accrue on the unpaid principal, from the redemption date until such principal is paid, and to the extent permitted
by applicable law on any interest accrued through the date of redemption but not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

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Section 3.06.Notes Redeemed in Part.    Upon surrender of a Note that is
redeemed in part, the Company shall issue and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to
the unredeemed portion of the Note surrendered.

Section 3.07.Optional Redemption.    (a) Except as set forth in
clause (b) of this Section 3.07, the Notes shall not be redeemable at the Company's option prior to September 15, 2008. Thereafter, the Company may redeem, at its option, all or a
part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest
and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on September 15 of the years indicated below:

Year

Percentage2008

103.875%2009

101.938%2010 and thereafter

100.000%


(b)   At
any time prior to September 15, 2007, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture
(including any Additional Notes) at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, with
the net cash proceeds of one or more Qualified Equity Offerings;providedthat (i) at least 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 Subsidiaries); and
(ii) the redemption must occur within 90 days of the date of the closing of such Qualified Equity Offering.

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

Section 3.08.Mandatory Redemption.    The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09.Offer to Purchase.    In the event that, pursuant to
Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (a "Repurchase Offer"), it shall follow the procedures specified below.

The
Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law
(the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 or 4.14 hereof (the
"Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.

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

Upon
the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the
terms of the Repurchase Offer, shall state:



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On
or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on apro ratabasis to the extent
necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the
Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company
shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed
or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Repurchase Offer on the Purchase Date.

Other
than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to Sections 3.01 through 3.06
hereof.

ARTICLE 4    COVENANTS

4.01.Payment of Notes.    The Company shall pay or cause to be paid the
principal of, premium, if any, and Liquidated Damages, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and
Liquidated Damages, if any, and interest shall be considered paid on the date due if the Paying Agent, if a Person other than the Company, a Subsidiary or affiliate thereof, holds as of
12:00 p.m. (noon) Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and
Liquidated Damages, if any, and accrued and unpaid interest then due.

The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful.

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Section 4.02.Maintenance of Office or Agency.    The Company shall maintain in
the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may
be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations;provided,however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03.

Section 4.03.Reports.    (a) The Company shall furnish to the Holders
of Notes and, upon request, to prospective investors a copy of all information and reports referred to in clauses (i) and (ii) below within the time periods specified in the SEC's rules
and regulations:



After
consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not the Company is then subject to the periodic reporting requirements of the Exchange Act, the
Company shall file a copy of all of the information and reports specified in clauses (i) and (ii) above with the SEC within the time periods specified above unless the SEC shall
not accept such a filing. If the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to above on its website within the time periods that would apply
if the Company were required to file those reports with the SEC.

(b)   If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the annual financial information required by paragraph (a) above shall
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 its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted
Subsidiaries of the Company.

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(c)   In
addition, the Company and the Guarantors have agreed that, for so long as any Notes remain restricted under Rule 144, they shall furnish to the Holders and to
prospective investors, upon their request in connection with any sale thereof, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04.Compliance Certificate.    (a) The Company and each
Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that,
to his or her knowledge the Company has kept, observed, performed and fulfilled its obligations under this Indenture and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that to his
or her knowledge no event has occurred and is continuing by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)   So
long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation)
that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated
Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)   The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith, but in no event later than five Business Days, upon any Officer
becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05.Taxes.    The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to
effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06.Stay, Extension and Usury Laws.    Each of the Company and the
Guarantors covenants (to the extent that it is permitted by applicable law) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the obligations of the Company and each of the Guarantors and the performance of this Indenture by
the Company and each of the Guarantors; and each of the Company and the Guarantors (to the extent that it is permitted by applicable law) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every
such power as though no such law has been enacted.

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Section 4.07.Restricted Payments.    (a) The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly:



(all
such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments")
unless, at the time of and after giving effect to such Restricted Payment:



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(b)   So
long as no Default has occurred and is continuing or would be caused thereby (except with respect to clause (i) below), the preceding clauses of this
Section 4.07 shall not prohibit:



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The
amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than ten Business Days following the date of making any Restricted Payment which,
together with any Restricted Payments not previously reported pursuant to this sentence, exceeds $1.0 million, the Company shall deliver to the Trustee an Officers' Certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed.

Section 4.08.Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:



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However,
the preceding restrictions shall not apply to encumbrances or restrictions:



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Section 4.09.Incurrence of Indebtedness and Issuance of Preferred
Stock.    (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired
Debt), and the Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock;provided, however, that the Company or any
Guarantor may incur Indebtedness (including Acquired Debt) or issue Preferred Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period.

(b)   Section 4.09(a)
shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted
Debt"):



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(c)   For
purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories
of Permitted Debt described in clauses (i) through (x) of Section 4.09(b) above, or is entitled to be incurred pursuant to Section 4.09(a), the Company shall be
permitted to classify at the time of its incurrence such item of Indebtedness in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued under this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (i) of Section 4.09(b). In addition,
any Indebtedness originally classified as incurred pursuant to clauses (i) through (x) of Section 4.09(b) may later be reclassified by the Company such that it shall be deemed as
having been incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification.

(d)   Notwithstanding
any other provision of this Section 4.09, the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.09 shall not
be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies, interest rates or commodities.

(e)   The
Company shall not incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Company unless it is subordinate in right
of payment to the Notes to the same extent. The Company shall not permit any Guarantor to incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of such
Guarantor unless it is subordinate in right of payment to such Guarantor's Note Guarantee to the same extent.

Section 4.10.Asset Sales.    (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:



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(b)   Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:



Pending
the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by
this Indenture.

(c)   Any
Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph within the referenced 365-day period shall
constitute "Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make
an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passuwith the Notes or any Note Guarantee
containing provisions similar to those set forth in this Indenture with respect to offers to
purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such otherpari passuIndebtedness that may
be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passuIndebtedness plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase, and shall be payable in cash.
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of Notes and such otherpari passuIndebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and
such otherpari passuIndebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passuIndebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

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(d)   Any
Asset Sale Offer shall be made in accordance with Section 3.09. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale
Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10 or Section 3.04, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 or Section 3.04 by virtue of such compliance.

Section 4.11.Transactions with Affiliates.    (a) The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate
Transaction"), unless:



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(b)   The
following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.11(a):



Section 4.12.Liens.    The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now
owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of subordinated
Indebtedness, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured
by a Lien.

Section 4.13.Corporate Existence.    Subject to Article 5 hereof, the
Company shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect (a) its corporate existence, and the corporate, partnership or other existence
of each of its subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such subsidiary and (b) the material
rights (charter and statutory), licenses and franchises of the Company and its subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

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Section 4.14.Offer to Repurchase upon Change of Control.    (a) Subject
to Section 3.07, if a Change of Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control Offer"). In the Change of Control Offer, the Company will offer a payment (a "Change of Control
Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the Change of Control Payment Date
(as defined below).

(b)   Within
30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase the Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than
60 days from the date such notice is mailed (the "Change of Control Payment Date") and stating that the Change of Control Offer is being made
pursuant to this Section 4.14.

(c)   Any
Change of Control offer shall be made in accordance with Section 3.09. The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change
of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.

(d)   On
the Change of Control Payment Date, the Company shall, to the extent lawful (i) accept for payment all Notes or portions thereof property tendered pursuant to
the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each
such new Note shall be in a principal amount of $1,000 or any integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

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(e)   Except
as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the
Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

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

Section 4.15.Designation of Restricted and Unrestricted
Subsidiaries.    (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that:



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(b)   Any
designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate 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 subclauses (A), (B) or (C) of
clause (iv) of Section 4.15(a) above, or (y) fails to meet the requirement described in subclause (D) of clause (iv) of Section 4.15(a) above and such failure
continues for a period of 30 days, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such
Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary of the Company 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 Company shall be in default under this Indenture.

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



Section 4.16.Business Activities.    The Company shall not, and shall not
permit any Restricted Subsidiary thereof to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken
as a whole.

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Section 4.17.Additional Note Guarantees.    (a) If the Company or any
of its Restricted Subsidiaries acquires or creates another wholly-owned Domestic Subsidiary (other than an Excluded Subsidiary or a Receivables Subsidiary) on or after the date hereof then that newly
acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 15 Business Days of such acquisition or
creation.

(b)   The
Company shall not permit any of its Restricted Subsidiaries which are not Guarantors, directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of the Company or any Restricted Subsidiary that is a Guarantor, unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for
the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be unsubordinated. The form of the Note Guarantee is attached as Exhibit D hereto.

(c)   A
Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is
the surviving Person), another Person, other than the Company or another Guarantor, unless:



(d)   The
Note Guarantee of a Guarantor will be released:



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ARTICLE 5    SUCCESSORS

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



(b)   Neither
the Company nor any Guarantor may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to
any Person other than the Company or a Guarantor. A Restricted Subsidiary of the Company that is not a Guarantor may not, directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any Person other than the Company or another Restricted Subsidiary of the Company. Clause (iii) above of this Section 5.01(a) shall not
apply to any merger, consolidation or sale, assignment, transfer, lease, conveyance or other disposition of assets (a) between or among the Company and any of its Restricted Subsidiaries or
(b) if the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its purposes the evasion of the
foregoing limitation.

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Section 5.02.Successor Corporation Substituted.    Upon any
consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the
successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture referring to the "Company" shall refer
instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named
as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all
of the Company's assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6    DEFAULTS AND REMEDIES

6.01.Events of Default.    Each of the following is an "Event of Default":



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Section 6.02.Acceleration.    In the case of an Event of Default specified in
clause (viii) or (ix) of Section 6.01 with respect to the Company, any Guarantor or any Significant Subsidiary of the Company (or any group of Restricted Subsidiaries that
together would constitute a Significant Subsidiary of the Company), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the
Company specifying the Event of Default.

In
the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in
clause (v) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (v) of
Section 6.01 hereof have rescinded the declaration of acceleration in respect of the Indebtedness if:



In
the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately
due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to September 15, 2008, by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to September 15, 2008 then the premium specified in
Section 3.07(b) shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Section 6.03.Other Remedies.    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 Liquidated Damages, if any, and interest, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

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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.    Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder
except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes. The Company shall deliver to the Trustee an Officers' Certificate
stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be
restored to their former positions and rights hereunder and under the Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such
Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05.Control by Majority.    Subject to Section 2.09, holders
of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the
Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and the Trustee shall have the right to decline to follow any
such direction, if the Trustee, being advised by counsel, determines that such action so directed may not be lawfully taken or if the Trustee, in good faith shall by a Responsible Officer, determine
that the proceedings so directed may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion
against any loss or expense caused by taking such action or following such direction. This Section 6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA, and such
Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

Section 6.06.Limitation on Suits.    A Holder of a Note may not pursue any
remedy with respect to this Indenture or the Notes or the Note Guarantees unless:



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

Section 6.07.Rights of Holders of Notes to Receive Payment.    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Liquidated Damages, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08.Collection Suit by Trustee.    If an Event of Default specified
in Section 6.01 occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal
of, premium and Liquidated Damages, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.Trustee May File Proofs of Claim.    The Trustee is authorized to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon
the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable on any such claims and
any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

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



The
Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

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

Section 6.12.Restoration of Rights and Remedies.    If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the
Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, any Subsidiary Guarantor, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.13.Rights and Remedies Cumulative.    Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or 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 of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

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Section 6.14.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 Six or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

Section 6.15.Record Date.    The Company may set a record date for purposes of
determining the identity of Holders entitled to vote or to consent to any action by vote or consent authorized or permitted by Sections 6.04, 6.05 and 9.02. Unless the Company provides
otherwise, 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 pursuant to
Section 2.05 prior to such solicitation.

ARTICLE 7    TRUSTEE

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

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



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

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

(e)   No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any
of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability
or expense.

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

Section 7.02.Rights of Trustee.    (a) The Trustee may conclusively
rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

(b)   Before
the Trustee acts or refrains from acting, it may consult with counsel and may require (other than in connection with the Exchange Offer contemplated by
Section 2.06(f) unless required by the TIA) an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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

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

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

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

(g)   The
Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01
or (ii) any Event of Default of which the Trustee shall have received written notification or otherwise obtained actual knowledge.

Section 7.03.Individual Rights of Trustee.    The Trustee in its individual or
any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may
do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04.Trustee's Disclaimer.    The Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes or any money paid to the
Company or upon the Company's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

Section 7.05.Notice of Defaults.    If a Default or Event of Default occurs
and is continuing and if it is known to the Trustee, the Trustee shall mail to the Holders of the Notes a notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of, premium and Liquidated Damages, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the
board of directors, the executive committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06.Reports by Trustee to the Holders of the Notes.    Within
60 days after each March 1 beginning with the March 1 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in
TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA
§ 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

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

Section 7.07.Compensation and Indemnity.    The Company shall pay to the
Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel and any taxes or other expenses incurred by a trust created
pursuant to Section 8.04 hereof.

The
Company shall indemnify the Trustee and its agents against any and all losses, liabilities, claims, damages or expenses (including compensation, fees, disbursements and expenses of
Trustee's agents and counsel) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its own negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The
obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

To
secure the Company's payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. The Trustee's right to receive payment of any
amounts due under this Section 7.07 shall not be subordinated to any other liability or Indebtedness of the Company.

When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

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

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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 be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:



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

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

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

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

Section 7.09.Successor Trustee by Merger, Etc.    If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the
successor Trustee.

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Section 7.10.Eligibility; Disqualification.    There shall at all times be a
Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.

This
Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject to TIA
§ 310(b);provided,however, that there shall be excluded from the operation of
TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if
the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 7.11.Preferential Collection of Claims Against Company.    The Trustee
is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject
to TIA § 311(a) to the extent indicated therein. The Trustee hereby waives any right to set off any claim that it may have against the Company in any capacity (other than as
Trustee and Paying Agent) against any of the assets of the Company held by the Trustee;provided, however,that if the Trustee is or becomes a lender of
any other Indebtedness permitted hereunder to bepari passuwith the Notes, then such waiver shall not apply to the extent of such Indebtedness.

ARTICLE 8    LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE

8.01.Option to Effect Legal Defeasance or Covenant Defeasance.    The Company
may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 8.02 or Section 8.03 hereof be
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 Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to their
obligations under the Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees, respectively,
which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.08 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to
have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same),
except for the following clauses, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, or interest or premium, if any, and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company's and the Guarantors' obligations in connection therewith and (d) this Article 8. Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

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Section 8.03.Covenant Defeasance.    Upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be released from their respective obligations under the covenants set forth in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17, hereof
with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, clause (iii) and clauses (v) through (vii) of
Section 6.01 hereof shall cease to operate and not constitute Events of Default.

Section 8.04.Conditions to Legal Defeasance or Covenant Defeasance.    The
following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In
order to exercise either Legal Defeasance or Covenant Defeasance:



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Section 8.05.Satisfaction and Discharge of Indenture.    This Indenture shall
be discharged and shall cease to be of further effect as to all Notes issued hereunder when:



In
addition, the Company 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.

Section 8.06.Survival of Certain Obligations.    Notwithstanding
Sections 8.02, 8.03 and 8.05, any obligations of the Company and the Guarantors in Sections 2.03 through 2.16 (excluding Sections 2.08 and 2.14), 6.07, 7.07, 7.08,
and 8.07 through 8.11 shall survive until the Notes have been paid in full. Thereafter, any obligations of the Company and the Guarantors in Sections 7.07, 8.07, 8.08 and 8.10 shall survive
such satisfaction and discharge. Nothing contained in this Article Eight shall abrogate any of the obligations or duties of the Trustee under this Indenture.

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Section 8.07.Acknowledgment of Discharge by Trustee.    After the conditions
of Section 8.02, 8.03 or 8.05 have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of all of the Company's obligations under this Indenture except
for those surviving obligations specified in this Article Eight.

Section 8.08.Deposited Money and Cash Equivalents to Be Held in Trust; Other
Miscellaneous Provisions.    Subject to Section 8.09 hereof, all money and non-callable Cash Equivalents (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.08, the "Trustee") pursuant to
Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and
Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Cash Equivalents deposited
pursuant to Section 8.04(a) hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

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

Section 8.09.Repayment to Company.    Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium and Liquidated Damages, if any, and interest on any Note and remaining unclaimed for two years
after such principal, and premium and Liquidated Damages, if any, and interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a secured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;provided, however,that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Company.

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Section 8.10.Indemnity for Government Securities.    The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest, if any, received on such
U.S. Government Obligations.

Section 8.11.Reinstatement.    If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.02 or 8.03 hereof, as the case may be;provided, however,that, if the Company makes any payment of principal of, premium,
if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.

ARTICLE 9    AMENDMENT, SUPPLEMENT AND WAIVER

9.01.Without Consent of Holders of Notes.    Notwithstanding
Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, or the Notes or the Note
Guarantees:



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Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 7.02(b) hereof stating that such amended or supplemental Indenture complies with this Section 9.01, the Trustee shall join with the Company
in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02.With Consent of Holders of Notes.    Except as provided below in
this Section 9.02, this Indenture (including Sections 3.09, 4.10 and 4.14 hereof) or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).
Section 2.08 hereof shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02.

Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof
stating that any such amended or supplemental Indenture complies with this Section 9.02, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

It
shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof.

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

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Subject
to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):



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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 a amended or supplemental Indenture that complies with the TIA as then in effect.

Section 9.04.Revocation and Effect of Consents.    Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by such Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to
its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05.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 Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

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
amended or supplemental indenture or Note 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 Company may not sign an amendment or supplemental indenture or Note until the Board of Directors approves it. In executing any amended or supplemental indenture or Note, the Trustee shall
be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 11.04 hereof, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver which affects the Trustee's rights, duties or immunities under this Indenture or otherwise. In signing any amendment, supplement or waiver, the Trustee
shall be entitled to receive an indemnity reasonably satisfactory to it.

ARTICLE 10    NOTE GUARANTEES

10.01.Guarantee.    Subject to this Article 10 each of the Guarantors
hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

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Section 10.02.Subordination of Note Guarantee.    The Obligations of each
Guarantor under its Note Guarantee pursuant to this Article 10 shall be subordinated to the Guarantee of any Senior Debt of such Guarantor on the same basis as the Notes are subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times
as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

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Section 10.03.Limitation on Guarantor Liability.    Each Guarantor, and by its
acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting
a fraudulent transfer or conveyance.

Section 10.04.Execution and Delivery of Note Guarantee.    To evidence its
Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form included in Exhibit D attached hereto shall be
endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed by either manual or facsimile signature on behalf of such
Guarantor by an Officer of such Guarantor.

Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Note Guarantee.

If
an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is
endorsed, 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.

Section 10.05.Releases Following Sale of Assets.    Any Guarantor shall be
released and relieved of any obligations under its Note Guarantee, (a) in connection with any sale of all of the Capital Stock of such Guarantor (including by way of merger or consolidation) to
a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all of such Capital Stock of that Guarantor complies with
Section 4.10 hereof; (b) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; or
(c) solely in the case of a Note Guarantee created pursuant to Section 4.17(b), upon the release or
discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.17, except a discharge or release by or as a result of payment under such Guarantee.

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Any
Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article Ten.

Section 10.06.Additional Guarantors.    The Company covenants and agrees that
it shall cause any Person which becomes obligated to become a Guarantor, pursuant to the terms of Section 4.17, to execute a supplemental indenture substantially in the form of
Exhibit E hereto and any other documentation requested by the Trustee satisfactory in form to the Trustee in accordance with Section 4.17 pursuant to which such Restricted
Subsidiary shall guarantee the obligations of the Company under the Notes and this Indenture in accordance with this Article Eleven with the same effect and to the same extent as if such Person had
been named herein as a Subsidiary Guarantor.

Section 10.07.Notation Not Required.    Neither the Company nor the Guarantors
shall be required to make a notation on the Notes to reflect any Note Guarantee or any release, termination or discharge thereof.

Section 10.08.Successors and Assigns.    This Article Ten shall be binding
upon the Guarantors and each of their successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment
of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or
assigns, all subject to the terms and conditions of this Indenture.

Except
as set forth in Article 4 and 5 hereof, and notwithstanding the provisions of this Section, nothing contained in this Indenture shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor, or will prevent the sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company
or another Guarantor.

Section 10.09.No Waiver.    Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege under this Article Ten shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and are not exclusive of any
other rights, remedies or benefits which either may have under this Article Ten at law, in equity, by statute or otherwise.

Section 10.10.Modification.    No modification, amendment or waiver of any
provision of this Article Ten, nor the consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or
further notice or demand in the same, similar or other circumstance.

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ARTICLE 11    MISCELLANEOUS

11.01.Trust Indenture Act Controls.    This Indenture is subject to the
provisions of the TIA that are required to be a part of this Indenture, and shall, to the extent applicable, be governed by such provisions. If any provision of this Indenture modifies any TIA
provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded,
such TIA provision shall be excluded from this Indenture.

The
provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.02.Notices.    Any notice or communication by the Company, any
Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address.

If
to the Company and/or any Guarantor:



with
a copy to:



If
to the Trustee:



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

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All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered;
(ii) five Business Days after being deposited in the mail, postage prepaid, if mailed; (iii) when answered back, (iv) if telexed; when receipt acknowledged, if telecopied; and
(v) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent
required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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

Section 11.03.Communication by Holders of Notes with Other Holders of
Notes.    Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 11.04.Certificate and Opinion as to Conditions Precedent.    Upon any
request or application by the Company to the Trustee to take any action under this Indenture (other than in connection with the Exchange Offer contemplated by Section 2.06(f) or under
Section 2.02 hereof unless required by the TIA), the Company shall furnish to the Trustee:



Section 11.05.Statements Required in Certificate or Opinion.    Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4))
shall comply with the provisions of TIA § 314(e) and shall include:

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Section 11.06.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 11.07.No Personal Liability of Directors, Officers, Employees and
Stockholders.    No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company 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. Such waiver may not be effective to waive
liabilities under the federal securities laws.

Section 11.08.Governing Law.    THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 11.09.No Adverse Interpretation of Other Agreements.    This Indenture
may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture. All agreements of each Guarantor in this Indenture shall bind its successors.

Section 11.10.Successors.    All agreements of the Company in this Indenture
and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors.

Section 11.11.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.

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Section 11.12.Counterpart Originals.    The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 11.13.Benefit of Indenture.    Nothing in this Indenture or the Notes,
express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the holders of Notes (including, but not limited to,
beneficial holders) any benefit or any legal or equitable right remedy or claim under this Indenture.

Section 11.14.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.

[Signatures
on following page]

95

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IN WITNESS WHEREOF, the parties have executed this Indenture as of August 19, 2004

| |  | ALDERWOODS GROUP, INC.
| |  | ----------------------
| |  |                       
| |  | By:                   
| |  |                       

On
behalf of each of the Guarantors set forth
on Part I of Schedule I to the Indenture:

|By:    |                                                                                              
|------ | ---------------------------------------------------------------------------------------------
|       |                                                                                              
|Name:  | Laurel J. Langford                                                                           
|Title: | Authorized Signatory for each of the Entities
listed on Part I of Schedule I to the Indenture

On
behalf each of the Guarantors set forth
on Part II of Schedule I to the Indenture:

|By:    |                                                                                               
|------ | ----------------------------------------------------------------------------------------------
|       |                                                                                               
|Name:  | Mary C. Guzman                                                                                
|Title: | Authorized Signatory for each of the Entities
listed on Part II of Schedule I to the Indenture

DOBA-HABY
INSURANCE AGENCY, INC.,
a Massachusetts corporation

|By:    |               
|------ | --------------
|       |               
|Name:  | Ronald Collins
|Title: | Vice President

ALDERWOODS
(TEXAS), L.P.

|By: Alderwoods (Partner), Inc., its general partner
|---------------------------------------------------
|By:                                                
|                                                   
|Name:                                              
|Title:                                             

---



DIRECTORS (TEXAS), L.P.

By:
DSP General Partner, Inc., its general partner

|By:    |                        
|------ | -----------------------
|       |                        
|Name:  | Laurel J. Langford     
|Title: | Treasurer and Secretary

---



| |  | WELLS FARGO BANK, N.A.as trustee
| |  | --------------------------------
| |  |                                 
| |  | By:                             
| |  |                                 

---





EXHIBIT A

[Face of Note]

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 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 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON OF THIS
NOTE) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT
TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF
THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND SHALL BE REMOVED UPON
THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

A-1

---



[If Temporary Regulation S Global Note- THE NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN SECTION 2.06 OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE
RESTRICTED GLOBAL NOTE. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE PERMANENT REGULATION S GLOBAL NOTE EXCEPT (A) ON OR AFTER THE
TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) AND (B) UPON DELIVERY OF THE OWNER
SECURITIES CERTIFICATION AND THE TRANSFEREE SECURITIES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.

UNTIL 40 DAYS AFTER THE ISSUE DATE OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED.]

A-2

---



[If
Restricted Global Note  CUSIP Number 014383 AE3 /ISIN Number        ]

[If
Temporary Regulation S Global Note or Regulation S Global Note  CUSIP Number U01449 AA2 /ISIN Number
        ]

|No. |  | **$**
|--- |  | -----

ALDERWOODS GROUP, INC.  73/4% Senior Notes due 2012

Alderwoods Group, Inc. (the "Company"), for value received, promises to pay to CEDE & Co., or its registered assigns, the principal sum of
[Amount of Note] $ Dollars on September 15, 2012.

Interest
Payment Dates: March 15 and September 15 of each year, starting on March 15, 2005.

Record
Dates: March 1 and September 1.

Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.

A-3

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

| |  | ALDERWOODS GROUP, INC.
| |  | ----------------------
| |  |                       
| |  | By:                   

(Trustee's
Certificate of Authentication)

This
is one of the 73/4% Senior Notes due 2012 referred to in the within-mentioned Indenture.

|       |  | WELLS FARGO BANK, N.A.,as Trustee
|------ |  | ---------------------------------
|Dated: |  |                                  
|       |  | By:                              

A-4

---



[Reverse
Side of Note]

Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.    Interest.    The
Company promises to pay interest on the principal amount and premium, if any, of this Note at 73/4%
per annum from the date hereof until Maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company
shall pay interest and Liquidated Damages, if any, semi-annually 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 shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance;providedthat if there is no existing Default in the payment of interest, and if this Note is
authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided furtherthat the first Interest Payment Date shall be March 15, 2005. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without
regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve
30-day months.

2.    Method
of Payment.    The Company shall pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to
the Persons who are registered Holders of Notes at the close of business on the Record Date immediately preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and
on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and
Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire
transfer of immediately available funds shall be required with respect to principal of and interest, premium and Liquidated Damages on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

3.    Paying
Agent and Registrar.    Initially, Wells Fargo Bank, N.A., the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

A-5

---



4.    Indenture.    The
Company issued the Notes under an Indenture dated as of August 19, 2004 (the "Indenture") among the
Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.
The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount
of Additional Notes may be issued thereunder.

5.    Optional
Redemption.    (a)    Except as set forth in paragraph 5 (b) below, the Notes shall not be
redeemable at the Company's option prior to September 15, 2008. Thereafter, the Company may redeem all or a part of these Notes, upon not less than 30 nor more than 60 days' notice, at
the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on September 15 of the years indicated below:

|Year                |  | Percentage
|------------------- |  | ----------
|2008                |  | 103.875%  
|2009                |  | 101.938%  
|2010 and thereafter |  | 100.000%  

(b)    At
any time prior to September 15, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds
of one or more Qualified Equity Offerings of the Company;providedthat (i) at least 65% of the aggregate principal amount of Notes issued under
the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Subsidiaries); and (ii) such redemption shall occur within
90 days of the date of the closing of such Qualified Equity Offering.

6.    Repurchase
at Option of Holder.    (a) Subject to Section 3.07 of the Indenture, if a Change of Control occurs, each Holder
of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described
below (the "Change of Control Offer"). In the Change of Control Offer, the Company will offer a payment (the "Change in Control
Payment") in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the Change
of Control Payment Date (as defined below). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase the Notes on the Change in Control Payment Date specified in such notice, which shall be no earlier than 30 days and no later than
60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture;

A-6

---



(b)    Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (i) to repay
(a) Indebtedness secured by such assets, (b) Indebtedness under the Credit Facilities, or (c) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor, and,
in each case, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (ii) to purchase Replacement Assets or make a capital
expenditure in or that is used or useful in a Permitted Business; or (iii) any combination of the foregoing. Pending the final applications of any such Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph within the 365-day period shall constitute "Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company will make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passuwith the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to
purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such otherpari passuIndebtedness that may
be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof of the Notes and such other pari passuIndebtedness plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If
any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and such otherpari passuIndebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and
such otherpari passuIndebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passuIndebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

7.    Selection
and Notice of Redemption    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 the Notes to be redeemed or purchased among the Holders in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are
listed, or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and reasonable. At least 30 days but not more
than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered
address. The notice shall identify the Notes to be redeemed and shall state: (i) the redemption date; (ii) the redemption price; (iii) if any Note is being redeemed in part, the
portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of
the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note; (iv) the name and address of the Paying Agent; (v) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption; (vi) that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (vii) the paragraph of the Notes and/or Section of the Indenture pursuant to which
the Notes called for redemption are being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on
the Notes.

A-7

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8.    Denominations,
Transfer, Exchange.    The Notes are in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

9.    Persons
Deemed Owners.    The registered Holder of a Note will be treated as its owner for all purposes.

10.    Amendment,
Supplement and Waiver.    Subject to certain exceptions, the Indenture, the Note Guarantees, or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any
existing default or compliance with any provision of the Indenture, the Note Guarantees, or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees, or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company's obligations to Holders of the Notes in
case of a merger or consolidation or sale of all or substantially all of the assets of the Company, to make any change that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act or to allow any Subsidiary to guarantee the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to
allow any Guarantor to execute a supplemental indenture to the Indenture with respect to the Notes.

11.    Defaults
and Remedies.    In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect
to the Company, any Guarantor or any Significant Subsidiary of the Company (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Company), all
outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of
principal, premium, 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 Event of Default and its consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest, premium or Liquidated Damages on, or the principal of, the Notes.

A-8

---



In
the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture concerning optional redemption, an equivalent
premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

12.    Trustee
Dealings with Company.    The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

13.    No
Recourse Against Others.    No past, present or future director, officer, employee, incorporator, stockholder or agent of the
Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Note Guarantees, the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

14.    Authentication.    This
Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating
agent.

15.    Additional
Rights of Holders of Restricted Global Notes and Restricted Certificated 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,
dated as of August 19, 2004, among the Company, the Guarantors and the parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights
given by the Company to the purchasers of Additional Notes (collectively, the "Registration Rights Agreement").

16.    CUSIP
Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-9

---



The
Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

If
to the Company and/or any Guarantor:

Alderwoods
Group, Inc.
311 Elm Street, Suite 1000
Cincinnati, OH 45202
Facsimile: 513-768-7401
Attention: Senior Vice President, Legal & Compliance, Corporate Secretary

with
a copy to:

Jones
Day
2727 North Harwood Street
Dallas, TX 75201
Facsimile: 214-969-5100
Attention: Anna Marie Dempsey

A-10

---



ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

|                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|(Insert assignee's legal name)                                                                                              
|                                                                                                                            
|(Insert assignee's soc. sec. or tax I.D. no.)                                                                               
|                                                                                                                            
|(Print or type assignee's name, address and zip code)                                                                       
|                                                                                                                            
|and irrevocably
appoint  to transfer this Note on the books of the Company. The agent may substitute another to act for him.
|                                                                                                                            

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

Signature
Guarantee.*

A-11

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

|/ /          |  | / /         
|------------ |  | ------------
|Section 4.10 |  | Section 4.14

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

|Date: |  |  |                                                                                        
|----- |  |  | ---------------------------------------------------------------------------------------
|      |  |  | Your
Signature: 
(Sign exactly as your name appears on the Note)
Tax Identification No:

Signature
Guarantee.*

A-12

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SCHEDULE OF EXCHANGES OF GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or of another Global Note for an interest in this Global Note, have
been made:

|Date of Exchange |  | Amount of Decrease in Principal of this Global Note |  | Amount of Increase in Principal of this Global Note |  | Principal Amount of this Global Note Following such decrease (or increase) |  | Signature of Authorized Officer of Trustee or Note Custodian
|---------------- |  | --------------------------------------------------- |  | --------------------------------------------------- |  | -------------------------------------------------------------------------- |  | ------------------------------------------------------------
|                 |  |                                                     |  |                                                     |  |                                                                            |  |                                                             

A-13

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Re: 73/4% Senior Notes due 2012

Reference
is hereby made to the Indenture, dated as of August 19, 2004 (the "Indenture"), between Alderwoods Group, Inc., as issuer (the "Company"), the Guarantors, as
defined therein (the "Guarantors") and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

,
(the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s]
specified in Annex A hereto, in the principal amount at maturity of $ in such Note[s] or interests
(the "Transfer"), to
 (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:

[CHECK
ALL THAT APPLY]

o    1.Check if Transferee shall take delivery of a beneficial interest in the
144A Global Note or a Certificated 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 Certificated Note is being
transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Certificated Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note shall be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Certificated Note and in the Indenture and the Securities Act.

o    2.Check if Transferee shall take delivery of a beneficial
interest in the Regulation S Global Note or a Certificated 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 (a) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market
and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (b) no directed selling efforts have been
made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (d) 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 Certificated Note shall be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note
and/or the Certificated Note and in the Indenture and the Securities Act.

B-1

---



o    3.Check and complete if Transferee shall take delivery of a
beneficial interest in a Certificated 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 Certificated 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):

o    (a)    such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and the requirements of the exemption claimed, which certification is supported by an opinion of Counsel provided by the Transferor (a copy of which the Transferor has
attached to this Certification);

or

o    (b)    such
Transfer is being effected to the Company or a subsidiary thereof;

or

o    (c)    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.

o    4.Check if Transferee shall take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Certificated Note.

o    (a)Check if Transfer is pursuant to
Rule 144. (a) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (b) 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 Certificated Note shall no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Certificated Notes and in the Indenture.

o    (b)Check if Transfer is pursuant to
Regulation S. (a) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (b) 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 Certificated Note shall no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Certificated Notes and in the Indenture.

B-2

---



o    (c)Check if Transfer is pursuant to Other
Exemption. (a) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than
Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the
United States and (b) 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 Certificated Note shall not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Certificated Notes and in the Indenture.

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

| |  | [Insert Name of Transferor]
| |  | ---------------------------
| |  |                            
| |  | By:                        
| |  |                            

Dated:
,

B-3

---



ANNEX A TO CERTIFICATE OF TRANSFER

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

o    (a)    a
beneficial interest in the:



o    (b)    a Restricted Certificated Note.

[CHECK ONE]

o    (c)    a
beneficial interest in the:



o    (d)    a Restricted Certificated Note; or

o    (e)    an Unrestricted Certificated Note,



B-4

---







EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Re: 73/4% Senior Notes due 2012

(CUSIP
014383 AE3)

Reference
is hereby made to the Indenture, dated as of August 19, 2004 (the "Indenture"), between Alderwoods Group, Inc., as issuer (the "Company"), the Guarantors named
therein (the "Guarantors") and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

,
(the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s]
specified herein, in the principal amount of $ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the
Owner hereby certifies that:

o    1.Exchange of Restricted Certificated Notes or Beneficial Interests in a Restricted
Global Note for Unrestricted Certificated Notes or Beneficial Interests in an Unrestricted Global Note.

o    (a)Check if Exchange is from Beneficial Interest in a
Restricted Global Note to Beneficial Interest in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for
a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the
United States Securities Act of 1933 (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

o    (b)Check if Exchange is from Beneficial Interest in a
Restricted Global Note to Unrestricted Certificated Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Certificated Note, the Owner hereby certifies (i) the Unrestricted Certificated Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Certificated Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States.

o    (c)Check if Exchange is from Restricted Certificated Note to
Beneficial Interest in an Unrestricted Global Note. In connection with the Owner's Exchange of a Restricted Certificated 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 Certificated Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

C-1

---



o    (d)Check if Exchange is from Restricted Certificated Note to
Unrestricted Certificated Note. In connection with the Owner's Exchange of a Restricted Certificated Note for an Unrestricted Certificated Note, the Owner hereby certifies
(i) the Unrestricted Certificated 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 Certificated Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Certificated Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

o    2.Exchange of Restricted Certificated Notes or Beneficial
Interests in Restricted Global Notes for Restricted Certificated Notes or Beneficial Interests in Restricted Global Notes.

o    (a)Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Certificated Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted
Certificated Note with an equal principal amount, the Owner hereby certifies that the Restricted Certificated 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 Certificated Note issued shall continue to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Certificated Note and in the Indenture and the Securities Act.

o    (b)Check if Exchange is from Restricted Certificated Note to
Beneficial Interest in a Restricted Global Note. In connection with the Exchange of the Owner's Restricted Certificated Note for a beneficial interest in the [CHECK
ONE]    o    144A Global
Note,    o    Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

C-2

---



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

| |  | [Insert Name of Owner]
| |  | ----------------------
| |  |                       
| |  | By:                   
| |  |                       

Dated:
,

C-3

---





EXHIBIT D

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the Indenture dated as of August 19, 2004 (the "Indenture") among Alderwoods Group, Inc. (the "Company"), the
Guarantors named therein and Wells Fargo Bank, N.A., as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium and Liquidated Damages (as defined in the
Indenture), if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, and, interest and Liquidated Damages, if any, if lawful (subject to all cases to any applicable grace period provided in the Indenture), and all other obligations of the Company
to the Holders or the Trustee under the Indenture will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or
otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

D-1

---



IN
WITNESS HEREOF, the Guarantors have caused this Notation of Guarantee to be executed by a duly authorized officer.

On
behalf of each of the Guarantors set forth
on Part I of Schedule I to the Indenture:

|By:    |                                                                                              
|------ | ---------------------------------------------------------------------------------------------
|       |                                                                                              
|Name:  | Laurel J. Langford                                                                           
|Title: | Authorized Signatory for each of the Entities
listed on Part I of Schedule I to the Indenture

On
behalf each of the Guarantors set forth
on Part II of Schedule I to the Indenture:

|By:    |                                                                                               
|------ | ----------------------------------------------------------------------------------------------
|       |                                                                                               
|Name:  | Mary C. Guzman                                                                                
|Title: | Authorized Signatory for each of the Entities
listed on Part II of Schedule I to the Indenture

DOBA-HABY
INSURANCE AGENCY, INC.,
a Massachusetts corporation

|By:    |               
|------ | --------------
|       |               
|Name:  | Ronald Collins
|Title: | Vice President

ALDERWOODS
(TEXAS), L.P.

|By: Alderwoods (Partner), Inc., its general partner
|---------------------------------------------------
|By:                                                
|                                                   
|Name:                                              
|Title:                                             

D-2

---



DIRECTORS (TEXAS), L.P.

By:
DSP General Partner, Inc., its general partner

|By:    |                        
|------ | -----------------------
|       |                        
|Name:  | Laurel J. Langford     
|Title: | Treasurer and Secretary

D-3

---





EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE  TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this "Supplemental Indenture"), dated as of
,
among  (the "Guaranteeing Subsidiary"), Alderwoods
Group, Inc., a Delaware Corporation, (the
"Company"), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as Trustee (the
"Trustee").

W
I T N E S S E T H

WHEREAS,
the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of
August 19, 2004 providing for the issuance of an unlimited aggregate principal amount of 73/4% Senior Notes due 2012 (the
"Notes");

WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
"Note Guarantee"); and

WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.    Capitalized
Terms.    Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    Agreement
to Guarantee.    The Guaranteeing Subsidiary hereby agrees as follows:

(a)    Along
with all other Guarantors, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(i)    the
principal of and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided in the Indenture), and all other obligations of the Company 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

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(ii)    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.

(b)    The
obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or
any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c)    Subject
to Section 6.06 of the Indenture and to the extent permitted by applicable law, each Guarantor hereby waives: diligence presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d)    Subject
to Section 6.06 of the Indenture and to the extent permitted by applicable law, this Note Guarantee shall not be discharged except by complete performance
of the obligations contained in the Notes and the Indenture.

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

(f)    The
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby.

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

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(h)    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 Guarantee.

(i)    Pursuant
to Section 10.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities of the Guarantor that are
relevant under any applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable, 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
Article 10 of the Indenture, the Trustee, the Holders and the Guarantor irrevocably agree that the obligation of such Guarantor shall result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent transfer or conveyance.

3.    Execution
and Delivery.    Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

4.    Guaranteeing
Subsidiary May Consolidate, Etc., on Certain Terms.    Except as otherwise provided in Section 10.05 of the
Indenture, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person)
another Person unless:

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

(b)    either:

(i)    the
Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a corporation, organized or
existing under (i) the laws of the United States, any state thereof or the District of Columbia or (ii) the laws of the same jurisdiction as that Guarantor and, in each case,
assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

(ii)    in
the case of a Subsidiary Guarantor, such sale or other disposition (A) complies with Section 4.10 of the Indenture, including the application of the
Net Proceeds therefrom and (B) is to a Person that is not a Restricted Subsidiary of the Company.

In
case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the obligations and conditions of the Indenture to be performed by a
Guarantor, such successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be
signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

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Except
as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

5.    Releases.    (a)
Any Guarantor shall be released and relieved of any obligations under its Note Guarantee, (i) in connection
with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving
effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.10 of
the Indenture, including the application of the Net Proceeds therefrom; (ii) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or
after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10 of the Indenture, including
the application of the Net Proceeds therefrom; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof;
or (iv) in connection with any sale of Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Company, if the sale of such Capital Stock of
that Guarantor complies with Section 4.10, including the application of the Net Proceeds therefrom. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 hereof, the
Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b)    Any
Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the
other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.

6.    No
Recourse Against Others.    No past, present or future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any 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 of the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

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7.    NEW
YORK LAW TO GOVERN.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

9.    Effect
of Headings.    The Section headings herein are for convenience only and shall not affect the construction hereof.

10.    Trustee.    The
Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

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

Dated:
,

| |  | [Guaranteeing Subsidiary]
| |  | -------------------------
| |  |                          
| |  | By:                      
| |  |                          

| |  | [Name of Guarantor]
| |  | -------------------
| |  |                    
| |  | By:                
| |  |                    

| |  | ALDERWOODS GROUP, INC.
| |  | ----------------------
| |  |                       
| |  | By:                   
| |  |                       

| |  | WELLS FARGO BANK, N.A., AS TRUSTEE
| |  | ----------------------------------
| |  |                                   
| |  | By:                               
| |  |                                   

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SCHEDULE I  GUARANTORS

PART I

ALABAMAAdvanced Planning (Alabama), Inc.

ALASKAAlderwoods (Alaska), Inc.

ARIZONAAlderwoods (Arizona), Inc.
Phoenix Memorial Park Association

ARKANSASAlderwoods (Arkansas), Inc.

CALIFORNIAAdvance Funeral Insurance Services
Alderwoods (Texas), Inc.
A.L Cemetery
Alderwoods Group (California), Inc.
Custer Christiansen Covina Mortuary, Inc.
Dimond Service Corporation
Directors Succession Planning, Inc.
Directors Succession Planning II, Inc.
DSP General Partner II, Inc.
Earthman LP, Inc.
Harbor Lawn Memorial Park, Inc.
Neel Funeral Directors, Inc.
Universal Memorial Centers V, Inc.
Universal Memorial Centers VI, Inc.
White Funeral Home, Inc.
Whitehurst-Lakewood Memorial Park and Funeral Service, Inc.
Workman Mill Investment Company

COLORADOAlderwoods (Colorado), Inc.

CONNECTICUTAlderwoods (Connecticut), Inc.

Schedule I-1

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DELAWAREAdministration Services, Inc.
Alderwoods (Alabama), Inc.
Alderwoods (Commissioner), Inc.
Alderwoods (Delaware), Inc.
Alderwoods (Mississippi), Inc.
American Burial and Cremation Centers, Inc.
H.P. Brandt Funeral Home, Inc.
Lienkaemper Chapels, Inc.
Osiris Holding Corporation

FLORIDACoral Ridge Funeral Home and Cemetery, Inc.
Funeral Services Acquisition Group, Inc.
Garden Sanctuary Acquisition, Inc.
Kadek Enterprises of Florida, Inc.
Levitt Weinstein Memorial Chapels, Inc.
MHI Group, Inc.
Naples Memorial Gardens, Inc.
Osiris Holding of Florida, Inc.
Security Trust Plans, Inc.

GEORGIAAdvanced Planning of Georgia, Inc.
Alderwoods (Georgia), Inc.
Alderwoods (Georgia) Holdings, Inc.
Green Lawn Cemetery Corporation
Poteet Holdings, Inc.
Southeastern Funeral Homes, Inc.

IDAHOAlderwoods (Idaho), Inc.

ILLINOISAlderwoods (Chicago Central), Inc.
Alderwoods (Chicago North), Inc.
Alderwoods (Chicago South), Inc.
Alderwoods (Illinois), Inc.
Chapel Hill Memorial Gardens & Funeral Home Ltd.
Chicago Cemetery Corporation
Elmwood Acquisition Corporation
Mount Auburn Memorial Park, Inc.
The Oak Woods Cemetery Association
Pineview Memorial Park, Inc.
Ridgewood Cemetery Company, Inc.
Ruzich Funeral Home, Inc.
Woodlawn Cemetery of Chicago, Inc.
Woodlawn Memorial Park, Inc.

Schedule I-2

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INDIANAAdvanced Planning of America, Inc.
Alderwoods (Indiana), Inc.
Ruzich Funeral Home, Inc.

IOWAAlderwoods (Iowa), Inc.

KANSASAlderwoods (Kansas), Inc.

KENTUCKYAlderwoods (Partner), Inc.

LOUISIANAAlderwoods (Louisiana), Inc.

MARYLANDAlderwoods (Maryland), Inc.

MASSACHUSSETSAlderwoods (Massachussets), Inc.

MICHIGANAlderwoods (Michigan), Inc.
AMG, Inc.
WMP, Inc.

MINNESOTAAlderwoods (Minnesota), Inc.

MISSISSIPPIFamily Care, Inc.
Stephens Funeral Fund, Inc.

MISSOURIAlderwoods (Missouri), Inc.

MONTANAAlderwoods (Montana), Inc.

NEVADAAlderwoods (Nevada), Inc.

Schedule I-3

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NEW HAMPSHIRERobert Douglas Goundrey Funeral Home, Inc.
St. Laurent Funeral Home, Inc.
ZS Acquisition, Inc.

NEW MEXICOAlderwoods (New Mexico), Inc.

NEW YORKAlderwoods (New York), Inc.
Northeast Monument Company, Inc.

NORTH CAROLINAAlderwoods (North Carolina), Inc.
Carothers Holding Company, Inc.
Lineberry Group, Inc.
Reeves, Inc.
Westminster Gardens, Inc.
MFH, L.L.C.

OHIOAlderwoods (Ohio) Cemetery Management, Inc.
Alderwoods (Ohio) Funeral Home, Inc.

OKLAHOMAAlderwoods (Oklahoma), Inc.

OREGONAlderwoods (Oregon), Inc.
The Portland Memorial, Inc.
Universal Memorial Centers I, Inc.
Universal Memorial Centers II, Inc.
Universal Memorial Centers III, Inc.

PENNSYLVANIAAlderwoods (Pennsylvania), Inc.
Bright Undertaking Company
H. Samson, Inc.
Knee Funeral Home of Wilkinsburg, Inc.
Nineteen Thirty-Five Holdings, Inc.
Oak Woods Management Company

RHODE ISLANDAlderwoods (Rhode Island), Inc.

Schedule I-4

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SOUTH CAROLINAAlderwoods (South Carolina), Inc.
Graceland Cemetery Development Co.

TENNESSEEAlderwoods (Tennessee), Inc.
Eagle Financial Associates, Inc.

TEXASAlderwoods (Texas) Cemetery, Inc.
CHMP Holdings, Inc.
Del Rio Memorial Park, Inc.
DHFH Holdings, Inc.
DHNC Holdings, Inc.
Directors Cemetery (Texas), Inc.
DSP General Partner, Inc.
Earthman Cemetery Holdings, Inc.
Earthman Holdings, Inc.
EDSB Holdings, Inc.
HFCC Holdings, Inc.
HFJC Holdings, Inc.
HFSC Holdings, Inc.
Panola County Restland Memorial Park, Inc.
Pioneer Funeral Plans, Inc.
Travis Land Company
Tyler Memorial Funeral Home and Chapel, Inc.
Waco Memorial Park

VIRGINIAAlderwoods (Virginia), Inc.

WASHINGTONAlderwoods (Washington), Inc.
Evergreen Funeral Home and Cemetery, Inc.
Green Service Corporation
S&H Properties and Enterprises, Inc.
Vancouver Funeral Chapel, Inc.

WEST VIRGINIAAlderwoods (West Virginia), Inc.

WISCONSINAlderwoods (Wisconsin), Inc.
Northern Land Company, Inc.

Schedule I-5

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PART II

CALIFORNIAColton Funeral Chapel, Inc.
Glasband-Malinow-Weinstein Mortuary, Inc.
Glasband-Willen Mortuaries
Grove Colonial Mortuary, Inc.
Home of Peace Memorial Park and Mausoleum, Inc.
RH Mortuary Corporation
Richardson-Peterson Mortuary, Inc.
San Fernando Mortuary, Inc.

DELAWARERH Cemetery Corp.
RH Satellite Properties Corp.
Rose Hills Company
Rose Hills Holdings Corp.

PART III

DELAWAREAlderwoods (Texas), L.P.
Directors (Texas), L.P.

MASSACHUSETTSDoba-Haby Insurance Agency, Inc.

Schedule I-6

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