exv4w1






Exhibit 4.1




 

 



EXECUTION VERSION




INDENTURE




Dated as of July 20, 2011




Among




STERLING MERGER INC., as Issuer




To be merged with and into SRA International, Inc.




and




the Guarantors from time to time parties hereto




and




WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee




11.00% SENIOR NOTES DUE 2019




 

 






 









 
















CROSS-REFERENCE TABLE




	 	 	 
	TIA Section	 	Indenture
	Reference	 	Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.08, 7.10
	311(a)
	 	7.11
	(b)
	 	7.11
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06, 7.07
	(c)
	 	7.06, 12.02
	(d)
	 	7.06
	314(a)
	 	4.03, 4.04
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	315(a)
	 	7.01
	(b)
	 	12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.14
	316(a) (last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.12
	(b)
	 	2.04
	318(a)
	 	12.01





N.A. means Not Applicable.



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









 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01.
	 	Definitions	 	 	1	 
	Section 1.02.
	 	Other Definitions	 	 	30	 
	Section 1.03.
	 	Incorporation by Reference of Trust Indenture Act	 	 	31	 
	Section 1.04.
	 	Rules of Construction	 	 	31	 
	Section 1.05.
	 	Acts of Holders	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01.
	 	Form and Dating; Terms	 	 	33	 
	Section 2.02.
	 	Execution and Authentication	 	 	34	 
	Section 2.03.
	 	Registrar and Paying Agent	 	 	35	 
	Section 2.04.
	 	Paying Agent to Hold Money in Trust	 	 	35	 
	Section 2.05.
	 	Holder Lists	 	 	35	 
	Section 2.06.
	 	Transfer and Exchange	 	 	36	 
	Section 2.07.
	 	Replacement Notes	 	 	45	 
	Section 2.08.
	 	Outstanding Notes	 	 	45	 
	Section 2.09.
	 	Treasury Notes	 	 	46	 
	Section 2.10.
	 	Temporary Notes	 	 	46	 
	Section 2.11.
	 	Cancellation	 	 	46	 
	Section 2.12.
	 	Defaulted Interest	 	 	46	 
	Section 2.13.
	 	CUSIP/ISIN Numbers	 	 	47	 
	Section 2.14.
	 	Calculation of Principal Amount of Securities	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 	 	 
	REDEMPTION AND PREPAYMENT
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01.
	 	Notices to Trustee	 	 	47	 
	Section 3.02.
	 	Selection of Notes to Be Redeemed	 	 	47	 
	Section 3.03.
	 	Notice of Redemption	 	 	48	 
	Section 3.04.
	 	Effect of Notice of Redemption	 	 	49	 
	Section 3.05.
	 	Deposit of Redemption Price	 	 	49	 
	Section 3.06.
	 	Notes Redeemed in Part	 	 	49	 
	Section 3.07.
	 	Optional Redemption	 	 	49	 
	Section 3.08.
	 	Mandatory Redemption	 	 	50	 
	Section 3.09.
	 	Offer to Purchase	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01.
	 	Payment of Notes	 	 	51	 






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	 	 	 	 	Page	 
	Section 4.02.
	 	Maintenance of Office or Agency	 	 	52	 
	Section 4.03.
	 	Reports	 	 	52	 
	Section 4.04.
	 	Compliance Certificate; Notices of Default	 	 	54	 
	Section 4.05.
	 	Taxes	 	 	54	 
	Section 4.06.
	 	Stay, Extension and Usury Laws	 	 	54	 
	Section 4.07.
	 	Restricted Payments	 	 	54	 
	Section 4.08.
	 	Restrictions on Distributions from Restricted Subsidiaries	 	 	61	 
	Section 4.09.
	 	Incurrence of Additional Indebtedness and Issuance of
Disqualified Stock and Preferred Stock	 	 	62	 
	Section 4.10.
	 	Asset Sales	 	 	68	 
	Section 4.11.
	 	Affiliate Transactions	 	 	70	 
	Section 4.12.
	 	Liens	 	 	72	 
	Section 4.13.
	 	Corporate Existence	 	 	72	 
	Section 4.14.
	 	Repurchase at the Option of Holders Upon a Change of Control	 	 	72	 
	Section 4.15.
	 	Guarantees of Indebtedness by Restricted Subsidiaries	 	 	74	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01.
	 	Merger, Consolidation and Sale of All or Substantially All Assets	 	 	74	 
	Section 5.02.
	 	Successor Corporation Substituted	 	 	76	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01.
	 	Events of Default	 	 	76	 
	Section 6.02.
	 	Acceleration	 	 	77	 
	Section 6.03.
	 	Other Remedies	 	 	78	 
	Section 6.04.
	 	Waiver of Defaults	 	 	78	 
	Section 6.05.
	 	Control by Majority	 	 	78	 
	Section 6.06.
	 	Limitation on Suits	 	 	79	 
	Section 6.07.
	 	Rights of Holders to Receive Payment	 	 	79	 
	Section 6.08.
	 	Collection Suit by Trustee	 	 	79	 
	Section 6.09.
	 	Restoration of Rights and Remedies	 	 	79	 
	Section 6.10.
	 	Rights and Remedies Cumulative	 	 	79	 
	Section 6.11.
	 	Delay or Omission Not Waiver	 	 	80	 
	Section 6.12.
	 	Trustee May File Proofs of Claim	 	 	80	 
	Section 6.13.
	 	Priorities	 	 	80	 
	Section 6.14.
	 	Undertaking for Costs	 	 	80	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01.
	 	Duties of Trustee	 	 	81	 
	Section 7.02.
	 	Rights of Trustee	 	 	82	 
	Section 7.03.
	 	Individual Rights of Trustee	 	 	83	 
	Section 7.04.
	 	Trustee’s Disclaimer	 	 	83	 
	Section 7.05.
	 	Notice of Defaults	 	 	83	 
	Section 7.06.
	 	Reports by Trustee to Holders	 	 	83	 
	Section 7.07.
	 	Compensation and Indemnity	 	 	83	 






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	 	 	 	 	Page	 
	Section 7.08.
	 	Replacement of Trustee	 	 	84	 
	Section 7.09.
	 	Successor Trustee by Merger, Etc.	 	 	85	 
	Section 7.10.
	 	Eligibility; Disqualification	 	 	85	 
	Section 7.11.
	 	Preferential Collection of Claims Against Issuer	 	 	85	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01.
	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	 	85	 
	Section 8.02.
	 	Legal Defeasance and Discharge	 	 	85	 
	Section 8.03.
	 	Covenant Defeasance	 	 	86	 
	Section 8.04.
	 	Conditions to Legal or Covenant Defeasance	 	 	86	 
	Section 8.05.
	 	Deposited Cash and U.S. Government Securities to
Be Held in Trust; Other Miscellaneous Provisions	 	 	87	 
	Section 8.06.
	 	Repayment to Issuer	 	 	88	 
	Section 8.07.
	 	Reinstatement	 	 	88	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01.
	 	Without Consent of Holders of Notes	 	 	88	 
	Section 9.02.
	 	With Consent of Holders of Notes	 	 	89	 
	Section 9.03.
	 	Compliance with Trust Indenture Act	 	 	91	 
	Section 9.04.
	 	Revocation and Effect of Consents	 	 	91	 
	Section 9.05.
	 	Notation on or Exchange of Notes	 	 	91	 
	Section 9.06.
	 	Trustee to Sign Amendments, Etc.	 	 	91	 
	Section 9.07.
	 	Payment for Consent	 	 	91	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 	 	 
	GUARANTEES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.01.
	 	Guarantee	 	 	92	 
	Section 10.02.
	 	Limitation on Guarantor Liability	 	 	93	 
	Section 10.03.
	 	Execution and Delivery of Guarantee	 	 	93	 
	Section 10.04.
	 	Subrogation	 	 	94	 
	Section 10.05.
	 	Benefits Acknowledged	 	 	94	 
	Section 10.06.
	 	Release of Guarantees	 	 	94	 
	 
	 	 	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.01.
	 	Satisfaction and Discharge	 	 	95	 
	Section 11.02.
	 	Application of Trust Money	 	 	95	 






-iii-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE XII
	 	 	 	 
	 
	 	 	 	 	 	 
	MISCELLANEOUS

 	 	 	 	 
	Section 12.01.
	 	Trust Indenture Act Controls	 	 	96	 
	Section 12.02.
	 	Notices	 	 	96	 
	Section 12.03.
	 	Communication by Holders of Notes with Other Holders of Notes	 	 	97	 
	Section 12.04.
	 	Certificate and Opinion as to Conditions Precedent	 	 	97	 
	Section 12.05.
	 	Statements Required in Certificate or Opinion	 	 	97	 
	Section 12.06.
	 	Rules by Trustee and Agents	 	 	98	 
	Section 12.07.
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	 	98	 
	Section 12.08.
	 	Governing Law	 	 	98	 
	Section 12.09.
	 	Waiver of Jury Trial	 	 	98	 
	Section 12.10.
	 	Force Majeure	 	 	98	 
	Section 12.11.
	 	No Adverse Interpretation of Other Agreements	 	 	98	 
	Section 12.12.
	 	Successors	 	 	98	 
	Section 12.13.
	 	Severability	 	 	98	 
	Section 12.14.
	 	Counterpart Originals	 	 	99	 
	Section 12.15.
	 	Table of Contents, Headings, Etc.	 	 	99	 





EXHIBITS



Exhibit A Form of Note



Exhibit B Form of Transfer Certificate



Exhibit C Form of Certificate of Exchange



Exhibit D Form of Supplemental Indenture




-iv-









 





          INDENTURE, dated as of July 20, 2011, as amended or supplemented from time to time (this
“Indenture”) among the Issuer (as defined herein), the Guarantors from time to time party hereto
and the Trustee.




W I T N E S S E T H




          WHEREAS, the Issuer has duly authorized the creation of an issue of $400,000,000 aggregate
principal amount of Senior Notes due 2019 (the “Initial Notes”);




          WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to
provide for the issuance of the Notes;




          WHEREAS, on the date hereof, Sterling Merger Inc. shall be merged with and into SRA
International, Inc., with SRA International, Inc. continuing as the surviving corporation; and




          WHEREAS, simultaneously with the execution of this Indenture, SRA International, Inc., each
Subsidiary of SRA International, Inc. that guarantees Indebtedness of SRA International, Inc. under
the Senior Credit Facilities and the Trustee shall enter into a Supplemental Indenture (the
“Supplemental Indenture”) under which SRA International, Inc. and each such Subsidiary will have
become party to this Indenture.




          NOW, THEREFORE, the Issuer, the Guarantors from time to time party hereto and the Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders
of the Notes.




ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE



          Section 1.01. Definitions




          For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




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




          “Acquired Indebtedness” means, with respect to any specified Person (1) Indebtedness of any
other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of
such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person.




          “Additional Interest” means all additional interest then owing and payable pursuant to Section
2(d) of the Registration Rights Agreement.




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




          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), 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.







 









 








          “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.




          “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:
(a) 1.0% of the principal amount of such Note on such Redemption Date; and (b) the excess, if any,
of (i) the present value at such Redemption Date of (A) the redemption price of such Note at
October 1, 2015 (such redemption price being set forth in Section 3.07), plus (B) all required
interest payments due on such Note through October 1, 2015 (excluding accrued but unpaid interest
to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such
Redemption Date plus 50 basis points; over (ii) the principal amount of such Note on such
Redemption Date.




          “Applicable Procedures” means, with respect to any transfer, redemption 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, redemption or exchange.




          “Asset Sale” means:





     (1) the sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions, of property or assets (including by way of
a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each
referred to in this definition as a “disposition”); or




     (2) the issuance or sale of Equity Interests (other than directors’ qualifying shares
and shares issued to foreign nationals or other third parties to the extent required by
applicable law) of any Restricted Subsidiary, whether in a single transaction or a series of
related transactions (other than to the Issuer or to a Restricted Subsidiary and other than
Disqualified Stock or Preferred Stock of Restricted Subsidiaries issued in compliance with
Section 4.09);


in each case, other than:





     (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or
worn out property or equipment in the ordinary course of business or any disposition of
inventory or goods (or other assets) held for sale in the ordinary course of business and
any disposition of property or equipment no longer used or useful in the conduct of the
business of the Issuer and its Restricted Subsidiaries;




     (b) the disposition of all or substantially all of the assets of the Issuer and its
Restricted Subsidiaries in a manner permitted pursuant to the provisions of Section 5.01 or
any disposition that constitutes a Change of Control pursuant to this Indenture;




     (c) the making of any Permitted Investment or Restricted Payment that is permitted to
be made, and is made, under Section 4.07 or the granting of a Lien permitted under Section
4.12;




     (d) any disposition of assets or issuance or sale of Equity Interests of a Restricted
Subsidiary in any transaction or series of transactions with an aggregate fair market value
(as determined in good faith by the Issuer) of less than $10,000,000;




     (e) any disposition of property or assets or issuance of securities by a Restricted
Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the
Issuer to another Restricted Subsidiary of the Issuer;




     (f) any exchange of like property for use in a Similar Business;




     (g) the sale, lease, assignment, sublease, license or sublicense of any real or
personal property in the ordinary course of business;




     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary (including, for the avoidance of doubt, each Issue Date
Unrestricted Subsidiary) or



-2-









 






any other disposition of such Unrestricted Subsidiary or any disposition of assets of
such Unrestricted Subsidiary;




     (i) any disposition arising from foreclosure, condemnation or similar action or
transfers by reason of eminent domain with respect to any property or other assets, or
exercise of termination rights under any lease, license, concession or other agreement, or
pursuant to buy/sell arrangements under any joint venture or similar agreement or
arrangement;




     (j) sales or transfers (including by capital contribution) of accounts receivable and
related assets, or participations therein, in connection with any Receivables Facility or
pursuant to any other factoring arrangement;




     (k) the grant in the ordinary course of business of any licenses of patents,
trademarks, know-how and any other intellectual property;




     (l) any financing transaction with respect to property built or acquired by the Issuer
or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back
Transactions and asset securitizations permitted by this Indenture;




     (m) sales of accounts receivable in connection with the collection, settlement or
compromise thereof or in a bankruptcy or similar proceeding;




     (n) the discount of inventory, accounts receivable or notes receivable in the ordinary
course of business or the conversion of accounts receivable to notes receivable;




     (o) any surrender or waiver of contract rights or the settlement, release, recovery on
or surrender of contract, tort or other claims of any kind;




     (p) dispositions in connection with the outsourcing of services in the ordinary course
of business;




     (q) transfers of property subject to casualty or condemnation proceedings (including in
lieu thereof) upon the receipt of the net cash proceeds therefor; provided such net cash
proceeds are deemed to be Net Proceeds and are applied in accordance with Section 4.10(b);




     (r) the abandonment of intellectual property rights in the ordinary course of business,
which in the reasonable good faith determination of the Issuer or a Restricted Subsidiary
are not material to the conduct of the business of the Issuer and its Restricted
Subsidiaries taken as a whole;




     (s) voluntary terminations of Hedging Obligations;




     (t) a disposition in the ordinary course of business; and




     (u) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the Issuer or a Restricted
Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted
Subsidiary acquired its business and assets (having been newly formed in connection with
such acquisition), made as part of such acquisition and in each case comprising all or a
portion of the consideration in respect of such sale or acquisition.



          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding-up,
liquidation, reorganization or relief of debtors.




          “Board of Directors” means for any Person (1) the board of directors or other governing body
of such Person, or if a Person does not have a board of directors or other governing body and is
owned or managed by






-3-









 







a single entity, the board of directors or other governing body of such entity or, in other
cases, any committee duly authorized to act on behalf of such board or governing body; and (2) in
respect of any other Person, the board or committee of that Person serving an equivalent function.




          “Board Resolution” of a Person means a copy of a resolution certified by the secretary or an
assistant secretary (or individual performing comparable duties) of the applicable Person to have
been duly adopted by the Board of Directors of such Person and to be in full force and effect on
the date of such certification.




          “Business Day” means each day which is not a Legal Holiday.




          “Capital Stock” means:





     (1) in the case of a corporation, corporate stock;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




     (4) 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, but
excluding from all of the foregoing any debt securities convertible into equity.



          “Capitalized 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 such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.




          “Capitalized Software Expenditures” shall mean, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted
Subsidiaries during such period in respect of purchased software or internally developed software
and software enhancements that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.




          “Cash Equivalents” means:





     (1) United States dollars;




     (2) (a) euro, or any national currency of any participating member state of the EMU; or
(b) in the case of the Issuer or a Restricted Subsidiary, such local currencies held by them
from time to time in the ordinary course of business;




     (3) securities issued or directly and fully and unconditionally guaranteed or insured
by the U.S. government or any agency or instrumentality thereof the securities of which are
unconditionally guaranteed as a full faith and credit obligation of such government with
maturities of 24 months or less from the date of acquisition;




     (4) certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000
(or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S.
banks;




     (5) repurchase obligations for underlying securities of the types described in clauses
(3) and (4) entered into with any financial institution meeting the qualifications specified
in clause (4) above;



-4-









 






     (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P in each case
maturing within 24 months after the date of creation thereof;




     (7) marketable short-term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating
Agency), and in each case maturing within 24 months after the date of creation thereof;




     (8) investment funds investing 95% of their assets in securities of the types described
in clauses (1) through (7) above;




     (9) readily marketable direct obligations issued by any state, commonwealth or
territory of the United States or any political subdivision or taxing authority thereof
having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or
less from the date of acquisition;




     (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher
from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date
of acquisition; and




     (11) Investments in money market funds rated AAA– (or the equivalent thereof) or better
by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.



          Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in
currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are
converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any
event within ten Business Days following the receipt of such amounts.




          “Cash Management Obligations” means Obligations under any facilities or services related to
cash management, including treasury, depository, overdraft, credit or debit card, automated
clearing house fund transfer services, purchase card, electronic funds transfer (including non-card
e-payables services) and other cash management arrangements and commercial credit card and merchant
card services.




          “Cash Pooling Arrangements” means a deposit account arrangement among a single depository
institution, the Issuer and one or more Foreign Subsidiaries involving the pooling of cash deposits
in, and overdrafts in respect of, one or more deposit accounts (each located outside of the United
States and any states and territories thereof) with such institution by the Issuer and such Foreign
Subsidiaries for cash management purposes.




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





     (1) the sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a
whole, to any Person other than a Permitted Holder; or




     (2) the Issuer becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition
by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act, or any successor provision), other than the Permitted Holders, in a single
transaction or in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act, or any successor provision) of 50% or more of the total voting power
of the Voting Stock of the Issuer or any of its direct or indirect parent companies;
provided that so long as the Issuer is a Subsidiary of any Parent, no “person” shall be
deemed to be or become directly or indirectly a “beneficial owner” of 50% or more of the
total voting power of the Voting Stock of the Issuer unless such “person” shall be or become
a “beneficial owner” of 50% or more of the total voting power of the Voting Stock of such
Parent.








-5-









 












     Notwithstanding anything to the contrary in the foregoing, the Transactions shall not
constitute or give rise to a “Change of Control.”



          “Clearstream” means Clearstream Banking S.A. and any successor thereto.




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




          “Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for
any period, the total amount of depreciation and amortization expense, including the amortization
of deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized
Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and
losses related to pensions and other post-employment benefits, of such Person and its Restricted
Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with
GAAP.




          “Consolidated Interest Expense” means, with respect to any Person for any period, without
duplication, the sum of:





     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, to the extent such expense was deducted (and not added back) in computing
Consolidated Net Income (including (a) amortization of original issue discount resulting
from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other
fees and charges owed with respect to letters of credit or bankers’ acceptances, (c)
non-cash interest expense (but excluding any non-cash interest expense attributable to the
movement in the mark-to-market valuation of Hedging Obligations or other derivative
instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations
and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (u) accretion or accrual of discounted liabilities not
constituting Indebtedness, (v) any expense resulting from the discounting of Indebtedness in
connection with the application of recapitalization accounting or, if applicable, purchase
accounting, (w) any Additional Interest and any comparable “additional interest” with
respect to securities, (x) amortization of deferred financing fees, debt issuance costs,
commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing
fees and (z) commissions, discounts, yield and other fees and charges (including any
interest expense) related to any Receivables Facility); plus




     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; less




     (3) interest income of such Person and its Restricted Subsidiaries for such period.



          For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP.




          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated
basis, and otherwise determined in accordance with GAAP; provided, however, that, without
duplication,





     (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses
(less all fees and expenses relating thereto) or expenses (including relating to the
Transactions), severance and relocation, retention and executive recruiting costs shall be
excluded,




     (2) the Net Income for such period shall not include the cumulative effect of a change
in accounting principles during such period,



-6-









 






     (3) any after-tax effect of income or loss from disposed, abandoned or discontinued
operations and any net after-tax gains or losses on disposal of disposed, abandoned,
transferred, closed or discontinued operations shall be excluded,




     (4) any after-tax effect of gains or losses (less all fees and expenses relating
thereto) attributable to asset dispositions or abandonments other than in the ordinary
course of business, as determined in good faith by the Issuer, shall be excluded,




     (5) the Net Income for such period of any Person that is not a Subsidiary, or is an
Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall
be excluded; provided that Consolidated Net Income of such Person shall be increased by the
amount of dividends or distributions or other payments that are actually paid in cash (or to
the extent converted into cash) to such Person or a Subsidiary thereof that is the Issuer or
a Restricted Subsidiary in respect of such period,




     (6) solely for the purpose of determining the amount available for Restricted Payments
under Section 4.07(b)(iii)(1), the Net Income for such period of any Restricted Subsidiary
(other than any Guarantor) shall be excluded to the extent that the declaration or payment
of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not
at the date of determination wholly permitted without any prior governmental approval (which
has not been obtained) or, directly or indirectly, by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule, or
governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless
such restriction with respect to the payment of dividends or similar distributions has been
legally waived; provided that Consolidated Net Income of the Issuer will be increased by the
amount of dividends or other distributions or other payments actually paid in cash (or to
the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary
thereof in respect of such period, to the extent not already included therein,




     (7) effects of adjustments (including the effects of such adjustments pushed down to
the Issuer and its Restricted Subsidiaries) in the property, equipment, leases, inventory,
software and other intangible assets, deferred revenue and debt line items (including
deferred costs and deferred rent related thereto) in such Person’s consolidated financial
statements pursuant to GAAP resulting from the application of recapitalization accounting
or, if applicable, acquisition method accounting in relation to the Transactions or any
consummated acquisition or the amortization or write-off of any amounts thereof, net of
taxes, shall be excluded,




     (8) any after-tax effect of income or loss from the early extinguishment of
Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,




     (9) any impairment charge or asset write-off or write-down, including impairment
charges or asset write-offs or write-downs related to intangible assets, long-lived assets,
investments in debt and equity securities or as a result of a change in law or regulation,
in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP
shall be excluded,




     (10) any non-cash compensation charge or expense recorded from grants of stock
appreciation or similar rights, stock options, restricted stock or other rights and any
income or loss attributable to deferred compensation plans or trusts, including but not
limited to charges and expenses arising under FASB ASC 718 and cash charges associated with
the rollover, acceleration or payout of Equity Interests by management of the Issuer or any
of its direct or indirect parent companies in connection with the Transactions shall be
excluded,




     (11) any fees and expenses (including any adjustment of estimated payouts on earn-outs)
incurred during such period, or any amortization thereof for such period, in connection with
the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of
Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or
modification of any debt instrument (in each case, including any such transaction
consummated prior to the Issue Date and any such transaction undertaken but not



-7-









 





     completed) and any charges or non-recurring merger costs incurred during such period as
a result of any such transaction shall be excluded,




     (12) accruals and reserves that are established or adjusted within twelve months after
the Issue Date that are so required to be established as a result of the Transactions or in
accordance with GAAP, or changes as a result of adoption or modification of accounting
polices, shall be excluded,




     (13) to the extent covered by insurance and actually reimbursed, or, so long as the
Issuer has made a determination that there exists reasonable evidence that such amount will
in fact be reimbursed by the insurer and only to the extent that such amount is (a) not
denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed
within 365 days of the date of such evidence (with a deduction for any amount so added back
to the extent not so reimbursed within 365 days), expenses with respect to liability or
casualty events or business interruption shall be excluded,




     (14) any gain or loss resulting in such period from Hedging Obligations and the
application of FASB ASC 815 and International Accounting Standards No. 39 and their
respective related pronouncements and interpretations shall be excluded and




     (15) any gain or loss resulting in such period from currency translation gains or
losses related to currency remeasurements of Indebtedness (including any net loss or gain
resulting from Hedging Obligations for currency exchange risk) shall be excluded.



          In addition, to the extent not already included in the Consolidated Net Income of such Person
and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing and
without duplication with any of clauses (1) through (15) above, Consolidated Net Income shall
include the amount of proceeds received from business interruption insurance and reimbursements of
any expenses and charges that are covered by indemnification or other reimbursement provisions in
connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of
assets permitted under this Indenture.




          Notwithstanding the foregoing, for the purpose of Section 4.07 only (other than clause
(b)(iii)(4) thereof), there shall be excluded from Consolidated Net Income any income arising from
any sale or other disposition of Restricted Investments made by the Issuer and its Restricted
Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its
Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted
Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an
Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each
case only to the extent such amounts increase the amount of Restricted Payments permitted under
Section 4.07(b)(iii)(4).




          “Consolidated Secured Debt Ratio” means, as of the date of determination, the ratio of (a) (i)
the Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries on such date that
is secured by Liens less (ii) the amount of cash and Cash Equivalents in excess of any Restricted
Cash stated on the balance sheet of the Issuer and its Restricted Subsidiaries and held by the
Issuer and its Restricted Subsidiaries as of such date, as determined in accordance with GAAP
(excluding, for purposes of this clause (ii) hereof, the proceeds of Indebtedness incurred in
contemplation of the event for which the calculation of Consolidated Secured Debt Ratio is made),
to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal
quarters ending immediately prior to such date for which internal financial statements are
available.




          In the event that the Issuer or any Restricted Subsidiary (i) incurs, assumes, guarantees,
redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or
Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured
Debt Ratio is being calculated but prior to or simultaneously with the event for which the
calculation of the Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio
Calculation Date”), then the Consolidated Secured Debt Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of
Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the
same had occurred at the beginning of the applicable four-quarter period.




-8-









 





          For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in
accordance with GAAP), in each case with respect to an operating unit of a business made (or
committed to be made pursuant to a definitive agreement) during the four-quarter reference period
or subsequent to such reference period and on or prior to or simultaneously with the Consolidated
Secured Debt Ratio Calculation Date, and other operational changes that the Issuer or any of its
Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period
or subsequent to such reference period and on or prior to or simultaneously with the Consolidated
Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis in accordance with
GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations, discontinued operations and other operational changes had occurred on the first day
of the four-quarter reference period. If, since the beginning of such period, any Person that
subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its
Restricted Subsidiaries since the beginning of such period shall have made any Investment,
acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or
operational change, in each case with respect to an operating unit of a business, that would have
required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be
calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation, discontinued operation or operational change had occurred at
the beginning of the applicable four-quarter period.




          For purposes of this definition, whenever pro forma effect is to be given to any Investment,
acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or
operational change, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Issuer. Any such pro forma calculation may include
adjustments appropriate, in the reasonable determination of the Issuer as set forth in an Officer’s
Certificate, to reflect (1) operating expense reductions and other operating improvements or
synergies reasonably expected to result from any Investments, acquisition, disposition, merger,
amalgamation, discontinued operation or operational change (including, to the extent applicable,
from the Transactions); and (2) all adjustments of the nature used in connection with the
calculation of “Adjusted EBITDA” as set forth in note 4 to “Summary—Summary Historical and Pro
Forma Consolidated Financial and Operating Data” in the Offering Memorandum to the extent such
adjustments, without duplication, continue to be applicable to such four-quarter period.




          For the purposes of this definition, any amount in a currency other than U.S. dollars will be
converted to U.S. dollars based on the average exchange rate for such currency for the most
recently ended four fiscal quarters immediately prior to the date of determination for which
internal financial statements are available determined in a manner consistent with that used in
calculating EBITDA for the applicable period. For purposes of making the computation referred to
above, the amount of any Indebtedness outstanding under any revolving credit facility on any date
shall be deemed to be the average daily amount of such Indebtedness thereunder for the most recent
twelve-month period ending on such date (or, prior to the one year anniversary of the Issue Date,
during the period from the Issue Date to such date).




          “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to
the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its
Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money,
Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by
promissory notes and similar instruments (and including, solely for purposes of calculating the
Consolidated Secured Debt Ratio, all obligations relating to Receivables Facilities) and (2) the
aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of its
Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and
Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation
preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in
accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any
Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such
Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total
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 or Preferred Stock,
such fair market value shall be determined reasonably and in good faith by the Issuer.







-9-









 








          “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent,





     (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor,




     (2) to advance or supply funds




     (a) for the purchase or payment of any such primary obligation, or




     (b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, or




     (3) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation against loss in respect thereof.



          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders
and the Issuer.




          “Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries,
one or more debt facilities, including the Senior Credit Facilities and, whether or not the Senior
Credit Facilities remain outstanding, other financing arrangements (including, without limitation,
commercial paper facilities with banks or other institutional lenders or other investors generally
or indentures) providing for revolving credit loans, term loans, letters of credit or other
long-term indebtedness, including any notes, mortgages, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and any amendments, supplements,
modifications, extensions, renewals, restatements or refundings thereof and any indentures or
credit facilities or commercial paper facilities with banks or other institutional lenders or other
investors generally that replace, refund or refinance any part of the loans, notes, other credit
facilities or commitments thereunder, including any such replacement, refunding or refinancing
facility or indenture that increases the amount permitted to be borrowed thereunder or alters the
maturity thereof (provided that such increase in borrowings is permitted in Section 4.09) or adds
Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or
any other agent, lender or group of lenders.




          “CUSIP” means the Committee on Uniform Securities Identification Procedures.




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




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




          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 or 2.10 hereof, in substantially the form of Exhibit A
hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.




          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03(b) 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 provisions of this Indenture.







-10-









 








          “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so
designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth
the basis of such valuation, executed by the principal financial officer of the Issuer, less the
amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection
on such Designated Non-cash Consideration.




          “Designated Preferred Stock” means Preferred Stock of the Issuer, a Restricted Subsidiary or
any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that
is issued for cash (other than to the Issuer or a Restricted Subsidiary or an employee stock
ownership plan or trust established by the Issuer or its Subsidiaries) and is so designated as
Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal
financial officer of the Issuer, on the issuance date thereof, the cash proceeds of which are
excluded from the calculation set forth in Section 4.07(b)(iii).




          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person
which, by its terms, or by the terms of any security into which it is convertible or for which it
is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely as a result of a change of control or asset sale) pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other
than solely as a result of a change of control or asset sale), in whole or in part, in each case
prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes
are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for
the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees,
such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be
repurchased in order to satisfy applicable statutory or regulatory obligations or as a result of
such employee’s termination, death or disability.




          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person and its Restricted Subsidiaries for such period





     (1) increased (without duplication) by:




     (a) provision for taxes based on income or profits or capital gains, including,
without limitation, foreign, federal, state, local, franchise, excise and similar
taxes, foreign withholding taxes (including penalties and interest related to such
taxes or arising from tax examinations) of such Person and such Subsidiaries paid or
accrued during such period deducted (and not added back) in computing Consolidated
Net Income; plus




     (b) Fixed Charges of such Person and such Subsidiaries for such period
(including (x) net losses on Hedging Obligations or other derivative instruments
entered into for the purpose of hedging interest rate risk, (y) fees payable in
respect of letters of credit and (z) costs of surety bonds in connection with
financing activities, in each case, to the extent included in Fixed Charges)
together with items excluded from the definition of “Consolidated Interest Expense”
pursuant to clauses (1)(u), (v), (w), (x), (y) and (z) of the definition thereof,
and, in each such case, to the extent the same was deducted (and not added back) in
calculating such Consolidated Net Income; plus




     (c) Consolidated Depreciation and Amortization Expense of such Person and such
Subsidiaries for such period to the extent the same were deducted (and not added
back) in computing Consolidated Net Income; plus




     (d) any expenses or charges (other than depreciation or amortization expense)
related to any Equity Offering, Permitted Investment, acquisition, disposition,
recapitalization or the incurrence or repayment of Indebtedness permitted to be
incurred by this Indenture (including a refinancing thereof) (whether or not
successful), including (i) such fees, expenses or charges related to the offering of
the Notes, any Credit Facilities (including the Senior Credit Facilities) or any
other Refinancing Indebtedness, (ii) any such fees, costs (including call premia),
commissions, expenses and other charges related to any amendment or other
modification of the Notes,



-11-









 





any Credit Facilities (including the Senior Credit Facilities) or any other
Refinancing Indebtedness and (iii) commissions, discounts, yield and other fees and
charges (including any interest expenses) related to any Receivables Facility, and,
in each case, deducted (and not added back) in computing Consolidated Net Income;
plus




     (e) the amount of any restructuring charge, accrual or reserve deducted (and
not added back) in such period in computing Consolidated Net Income, including any
restructuring costs incurred in connection with acquisitions after the Issue Date
and costs related to the closure and/or consolidation of facilities; plus




     (f) any other non-cash charges, including any write-offs or write-downs,
reducing Consolidated Net Income for such period (provided that if any such non-cash
charges represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be
subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash
item that was paid in a prior period); plus




     (g) the amount of any minority interest expense consisting of Subsidiary income
attributable to minority equity interests of third parties in any non-Wholly-Owned
Subsidiary deducted (and not added back) in such period in calculating Consolidated
Net Income; plus




     (h) other than for the purpose of determining the amount available for
Restricted Payments under Section 4.07(b)(iii)(1), the amount of management,
monitoring, consulting, transaction and advisory fees and related expenses paid in
such period to the Investors to the extent otherwise permitted under Section 4.11
deducted (and not added back) in computing Consolidated Net Income; plus




     (i) the amount of loss on sale of receivables and related assets to the
Receivables Subsidiary in connection with a Receivables Facility deducted (and not
added back) in computing Consolidated Net Income; plus




     (j) any costs or expense deducted (and not added back) in computing
Consolidated Net Income by such Person or any such Subsidiary pursuant to any
management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement, to the
extent that such cost or expenses are funded with cash proceeds contributed to the
capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the
Issuer (other than Disqualified Stock) solely to the extent that such net cash
proceeds are excluded from the calculation set forth in Section 4.07(b)(iii) and
have not been relied on for purposes of Section 4.09(b)(xi)(a); and




     (2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net
Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to
the extent they represent the reversal of an accrual or reserve for a potential cash item
that reduced EBITDA in any prior period and (b) the minority interest income consisting of
subsidiary losses attributable to minority equity interests of third parties in any
non-Wholly-Owned Subsidiary to the extent such minority interest income is included in
Consolidated Net Income and has not been received in cash by the Issuer or its Restricted
Subsidiaries.



          “EMU” means the economic and monetary union as contemplated in the Treaty on European Union.




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




          “Equity Offering” means any public or private sale of common stock or Preferred Stock of the
Issuer or of a direct or indirect parent of the Issuer (excluding Disqualified Stock), other than:




-12-









 






     (1) public offerings with respect to any such Person’s common stock registered on Form
S-8;




     (2) issuances to the Issuer or any Subsidiary of the Issuer; and




     (3) any such public or private sale that constitutes an Excluded Contribution.



          “euro” means the single currency of participating member states of the EMU.




          “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any
successor thereto.




          “Event of Default” has the meaning set forth under Section 6.01.




          “Excess Proceeds” has the meaning set forth under Section 4.10(c).




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




          “Exchange Notes” means the notes issued in exchange for the Notes pursuant to the Registration
Rights Agreement.




          “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds
received by or contributed to the Issuer from,





     (1) contributions to its common equity capital, and




     (2) the sale (other than to the Issuer or a Subsidiary of the Issuer or to any
management equity plan or stock option plan or any other management or employee benefit plan
or agreement of the Issuer or a Subsidiary of the Issuer) of Capital Stock (other than
Disqualified Stock and Designated Preferred Stock) of the Issuer,


in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date
such capital contributions are made or the date such Equity Interests are sold, as the case may be,
which are excluded from the calculation set forth in Section 4.07(b)(iii).




          “Financial Advisory Agreement” means the Financial Advisory Agreement, to be dated as of the
Issue Date, among Sterling Parent Inc., the Issuer and Providence Equity Partners L.L.C., as in
effect on the Issue Date.




          “Fixed Charge Coverage Ratio” means, with respect to the Issuer for any period, the ratio of
EBITDA of the Issuer and its Restricted Subsidiaries on a consolidated basis of such Person for
such period to the Fixed Charges of such Person for such Period. In the event that the Issuer or
any Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or extinguishes
any Indebtedness (other than Indebtedness incurred under any revolving credit facility, in which
case interest expense on such Indebtedness shall be computed based upon the average daily balance
of such Indebtedness during the applicable period) or issues or redeems Disqualified Stock or
Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to or simultaneously with the event for which the calculation
of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of
Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the
same had occurred at the beginning of the applicable four-quarter period. For purposes of
calculating the Fixed Charge Coverage Ratio under Section 5.01(a)(iv), the Fixed Charge Coverage
Ratio shall be calculated without giving effect to any Indebtedness incurred under Section
4.09(b)(xiii).







-13-









 








          For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in
accordance with GAAP), in each case with respect to an operating unit of a business made (or
committed to be made pursuant to a definitive agreement) during the four-quarter reference period
or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge
Coverage Ratio Calculation Date, and other operational changes that the Issuer or any of its
Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period
or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge
Coverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP
assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations, discontinued operations and other operational changes (and the change in any
associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on
the first day of the four-quarter reference period. If since the beginning of such period any
Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or
any of its Restricted Subsidiaries since the beginning of such period shall have made any
Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation
or operational change, in each case with respect to an operating unit of a business, that would
have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation, discontinued operation or operational change had occurred at
the beginning of the applicable four-quarter period.




          For purposes of this definition, whenever pro forma effect is to be given to any Investment,
acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or
operational change, the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Issuer. Any such pro forma calculation may include
adjustments appropriate, in the good faith reasonable determination of the Issuer as set forth in
an Officer’s Certificate, to reflect (1) operating expense reductions and other operating
improvements or synergies reasonably expected to result from any Investment, acquisition,
disposition, merger, amalgamation, discontinued operation or operational change (including, to the
extent applicable, from the Transactions); and (2) all adjustments of the nature used in connection
with the calculation of “Adjusted EBITDA” as set forth in note 4 to “Summary—Summary Historical
and Pro Forma Consolidated Financial and Operating Data” in the Offering Memorandum to the extent
such adjustments, without duplication, continue to be applicable to such four-quarter period. If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge
Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into
account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible
financial or accounting officer of the Issuer to be the rate of interest implicit in the
Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the
applicable period. Interest on Indebtedness that may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other
rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the Issuer may designate.




          “Fixed Charges” means, with respect to any Person for any period, the sum, without
duplication, of:





     (1) Consolidated Interest Expense of such Person and Restricted Subsidiaries for such
period; plus




     (2) all cash dividends or other distributions paid to any Person other than such Person
or any such Subsidiary (excluding items eliminated in consolidation) on any series of
Preferred Stock or any Refunding Capital Stock of the Issuer or a Restricted Subsidiary
during such period; plus




     (3) all cash dividends or other distributions paid to any Person other than such Person
or any such Subsidiary (excluding items eliminated in consolidation) on any series of
Disqualified Stock of the Issuer or a Restricted Subsidiary during such period.



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




          “Foreign Subsidiary Total Assets” means the total assets of Foreign Subsidiaries of the Issuer
(other than Receivables Subsidiaries), determined on a consolidated basis in accordance with GAAP,
as of the most recent balance sheet of the Issuer.




          “GAAP” means generally accepted accounting principles in the United States of America as in
effect on the Issue Date, except for any reports required to be delivered under the covenant
described under Section 4.03 of this Indenture, which shall be prepared in accordance with GAAP in
effect on the date thereof. If at any time the SEC permits or requires U.S. domiciled companies
subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial
reporting purposes, the Issuer may elect by written notice to the Trustee (with a copy of such
notice sent concurrently by mail to all Holders, as their names and addresses appear in the note
register) to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall
thereafter be construed to mean (a) for all periods beginning on and after the date specified in
such notice, IFRS as in effect on the date specified in such notice and (b) for prior periods, GAAP
as defined in the first sentence of this definition. All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP; provided that if reasonably
requested by the Trustee, the Issuer shall provide to the Trustee and the holders financial
statements and other documents setting forth a reconciliation between calculations of such ratio or
computations made before and after giving effect to such conversion to IFRS.




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




          “Global Notes” means the global Notes in the form of Exhibit A hereto issued in accordance
with Article II hereof.




          “Government Securities” means securities that are:





     (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged; or




     (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities
or a specific payment of principal of or interest on any such Government Securities held by
such custodian for the account of the holder of such depository receipt; provided that
(except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Securities or the specific payment of principal of or
interest on the Government Securities evidenced by such depository receipt.



          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including
letters of credit and reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.




          “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this
Indenture.




          “Guarantor” means each Person that guarantees the Notes in accordance with the terms of this
Indenture.







-15-









 








          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under
any interest rate swap agreement (whether from fixed to floating or from floating to fixed),
interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity
cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or
similar agreement providing for the transfer or mitigation of interest rate or currency risks
either generally or under specific contingencies.




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




          “IFRS” means International Financial Reporting Standards and applicable accounting
requirements set by the International Accounting Standards Board or any successor thereto (or the
Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of
Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may
be), as in effect from time to time.




          “Indebtedness” means, with respect to any Person, without duplication:





     (1) any indebtedness (including principal and premium) of such Person, whether or not
contingent:




     (a) in respect of borrowed money;




     (b) evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers’ acceptances (or, without duplication, reimbursement agreements in
respect thereof);




     (c) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (i) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (ii) liabilities accrued in the
ordinary course of business; or




     (d) representing any Hedging Obligations; if and to the extent that any of the
foregoing Indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet (excluding the footnotes thereto) of such
Person prepared in accordance with GAAP;




     (2) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred
to in clause (1) of a third Person (whether or not such items would appear upon the balance
sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for
collection in the ordinary course of business; and




     (3) to the extent not otherwise included, the obligations of the type referred to in
clause (1) of a third Person secured by a Lien on any asset owned by such first Person,
whether or not such Indebtedness is assumed by such first Person;


provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include
(a) Contingent Obligations incurred in the ordinary course of business and (b) obligations under or
in respect of Receivables Facilities.




          “Indenture” means this instrument, as originally executed or as it may from time to time be
supplemented or amended in accordance with Article IX hereof.




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




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




-16-









 





          “Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc., Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC.




          “Interest Payment Date” has the meaning set forth in paragraph 1 of each Note.




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB– (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.




          “Investment Grade Securities” means:





     (1) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Cash Equivalents);




     (2) debt securities or debt instruments with an Investment Grade Rating, but excluding
any debt securities or instruments constituting loans or advances among the Issuer and the
Subsidiaries of the Issuer;




     (3) investments in any fund that invests exclusively in investments of the type
described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
investment or distribution; and




     (4) corresponding instruments in countries other than the United States customarily
utilized for high quality investments.



          “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of loans (including guarantees), advances or capital
contributions (excluding accounts receivable, trade credit, advances to customers, commission,
travel and similar advances to directors, officers, employees and consultants, in each case made in
the ordinary course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person and investments that
are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person
in the same manner as the other investments included in this definition to the extent such
transactions involve the transfer of cash or other property; it being understood that guarantees of
obligations not constituting Indebtedness shall not be deemed an Investment. For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.07:





     (1) “Investments” shall include the portion (proportionate to the Issuer’s direct or
indirect equity interest in such Subsidiary) of the fair market value of the net assets of a
Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Issuer or applicable Restricted Subsidiary shall be deemed to continue to
have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal
to:




     (a) the Issuer’s direct or indirect “Investment” in such Subsidiary at the time
of such redesignation; less




     (b) the portion (proportionate to the Issuer’s direct or indirect equity
interest in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time of such redesignation; and




     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined in good faith
by the Issuer.



          “Investors” means (i) Providence Investors and their Affiliates but not including, however,
any of its operating portfolio companies, and (ii) any Person that acquires, directly or
indirectly, Capital Stock of the Issuer or any of its direct or indirect parent companies on or
prior to the Issue Date and any Affiliate of such Person.







-17-









 








          “ISIN” means the International Securities Identification Number.




          “Issue Date” means July 20, 2011.




          “Issue Date Unrestricted Subsidiaries” means, collectively, (i) Era Systems Corporation, a
Delaware corporation, and (ii) SRA Global Clinical Development LLC, a North Carolina limited
liability company and, in each case, any Subsidiary thereof.




          “Issuer” means Sterling Merger Inc., a Delaware corporation, prior to the Merger, and SRA
International, Inc., a Delaware corporation, as the surviving corporation after the Merger (and not
any of their Subsidiaries) and its successors.




          “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions
are not required to be open in the State of New York or place of payment.




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




          “Merger” means the transactions contemplated by the Merger Agreement.




          “Merger Agreement” means the Agreement and Plan of Merger, dated as of March 31, 2011, among
Sterling Parent Inc., Sterling Merger Inc. and the SRA International, Inc., as amended,
supplemented or otherwise modified from time to time.




          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.




          “Net Income” means, with respect to any Person, the net income (loss) of such Person and its
Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends.




          “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its
Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or
other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the
direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash
Consideration, including legal, accounting and investment banking fees, and brokerage and sales
commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or deductions and any tax
sharing arrangements), amounts required to be applied to the repayment of principal, premium, if
any, and interest on Senior Indebtedness required (other than required by Section 4.10(b)(i)) to be
paid as a result of such transaction and any deduction of appropriate amounts to be provided by the
Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any
liabilities associated with the asset disposed of in such transaction and retained by the Issuer or
any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension
and other post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations associated with such transaction.




          “Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S under
the Securities Act.




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




-18-









 







authenticated upon transfer, replacement, exchange or partial redemption
shall be deemed to refer to Notes of the applicable series.




          “Obligations” means any principal (including any accretion), interest (including any interest
accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding
at the rate provided for in the documentation with respect thereto, whether or not such interest is
an allowed claim under applicable state, federal or foreign law), penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with respect to letters of
credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such
principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities, payable under the documentation governing any Indebtedness.




          “Offering Memorandum” means the confidential offering memorandum dated July 15, 2011 relating
to the sale of the Notes.




          “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any
Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary
of the Issuer.




          “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of
the Issuer, who must be the principal executive officer, the principal financial officer, the
treasurer, the principal accounting officer or similar position of the Issuer, that meets the
requirements set forth in this Indenture.




          “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable
to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.




          “Parent” means any of Sterling Holdco Inc., Sterling Parent Inc., any Other Parent, and any
other Person that is a Subsidiary of Sterling Holdco Inc., Sterling Parent Inc. or any Other Parent
and of which the Issuer is a Subsidiary. As used herein, “Other Parent” means a Person of which
the Issuer becomes a Subsidiary after the Issue Date, provided that either (x) immediately after
the Issuer first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such
Person shall be held by one or more Persons that held more than 50% of the Voting Stock of a Parent
of the Issuer immediately prior to the Issuer first becoming such Subsidiary or (y) such Person
shall be deemed not to be an Other Parent for the purpose of determining whether a Change of
Control shall have occurred by reason of the Issuer first becoming a Subsidiary of such Person.




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




          “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business
Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer
or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash
Equivalents received must be applied in accordance with Section 4.10.




          “Permitted Holders” means (i) each of the Investors, (ii) any direct or indirect parent of the
Issuer on the Issue Date or any Wholly-Owned Subsidiary of such Person, (iii) members of management
of the Issuer or its direct or indirect parent on the Issue Date and (iv) any group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of
which any of the foregoing are members; provided that, in the case of such group and without giving
effect to the existence of such group or any other group, Persons specified in clauses (i) and
(iii), collectively, have beneficial ownership of more than 50% of the total voting power of the
Voting Stock of the Issuer or any of its direct or indirect parent companies held by such group.
Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in
respect of which a Change of Control Offer is made in accordance with the requirements of this
Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.




          “Permitted Investments” means:




-19-









 






     (1) any Investment in the Issuer or any of its Restricted Subsidiaries;




     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;




     (3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person
(including in the Equity Interests of such Person) if as a result of such Investment:




     (a) such Person becomes a Restricted Subsidiary; or




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




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




     (4) any Investment in securities or other assets not constituting cash, Cash
Equivalents or Investment Grade Securities and received in connection with an Asset Sale
made pursuant to the provisions of Section 4.10 or any other disposition of assets not
constituting an Asset Sale;




     (5) any Investment existing on the Issue Date or made pursuant to binding commitments
in effect on the Issue Date or an Investment consisting of any extension, modification or
renewal of any Investment existing on the Issue Date; provided that the amount of any such
Investment may be increased (x) as required by the terms of such Investment as in existence
on the Issue Date or (y) as otherwise permitted under this Indenture;




     (6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:




     (a) in exchange for any other Investment or accounts receivable held by the
Issuer or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable; or




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




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




     (d) in settlement of debts created in the ordinary course of business;




     (7) Hedging Obligations permitted under Section 4.09(b)(ix);




     (8) any Investment in a Similar Business having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (8) that are at that time
outstanding, not to exceed $35,000,000 at the time of such Investment (with the fair market
value of each Investment being measured at the time made and without giving effect to
subsequent changes in value); provided, however, that if any Investment pursuant to this
clause (8) is made in any Person that is not a Restricted Subsidiary at the date of the
making of such Investment and such Person becomes a Restricted Subsidiary after such date,
such Investment shall thereafter be deemed to have been made pursuant to clause (1) above
and shall not be included as having been made pursuant to this clause (8);




     (9) Investments the payment for which consists of Equity Interests (exclusive of
Disqualified Stock) of the Issuer or any of its direct or indirect parent companies;
provided, however, that such Equity Interests will not increase the amount available for
Restricted Payments under Section 4.07(b)(iii);



-20-









 






     (10) Indebtedness and guarantees thereof permitted under Section 4.09 and the creation
of Liens on the assets of the Issuer or any of its Restricted Subsidiaries permitted by
Section 4.12;




     (11) any transaction to the extent it constitutes an Investment that is permitted and
made in accordance with the provisions of Section 4.11(b) (except transactions described in
clauses (ii), (v) and (ix) of such paragraph);




     (12) Investments consisting of, or to finance, purchases and acquisitions of inventory,
supplies, material, services or equipment or purchases of contract rights or licenses or
leases of intellectual property in the ordinary course of business;




     (13) additional Investments having an aggregate fair market value, taken together with
all other Investments made pursuant to this clause (13) that are at that time outstanding
(without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds
of such sale do not consist of cash or marketable securities), not to exceed $35.0 million
at the time of such Investment (with the fair market value of each Investment being measured
at the time made and without giving effect to subsequent changes in value); provided that if
such Investment is in Capital Stock of a Person that subsequently becomes a Restricted
Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and
shall not be included as having been made pursuant to this clause (13);




     (14) Investments in, or relating to, a Receivables Subsidiary that, in the good faith
determination of the Issuer, are necessary or advisable to effect any Receivables Facility
or any Investment in an entity which is not a Restricted Subsidiary to which a Restricted
Subsidiary sells accounts receivable in connection with a Receivables Facility;




     (15) advances to, or guarantees of Indebtedness of, directors, employees, officers and
consultants not in excess of $5,000,000 outstanding at any one time, in the aggregate;




     (16) loans and advances to officers, directors and employees for business-related
travel expenses, moving expenses and other similar expenses, in each case incurred in the
ordinary course of business or consistent with past practices or to fund such Person’s
purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof;




     (17) Investments in the ordinary course of business consisting of endorsements for
collection or deposit;




     (18) receivables owing to the Issuer or any Restricted Subsidiary, if created or
acquired in the ordinary course of business;




     (19) pledges or deposits (x) with respect to leases or utilities provided to third
parties in the ordinary course of business or (y) otherwise described in the definition of
“Permitted Liens” or made in connection with Liens permitted under Section 4.12;




     (20) the Notes and the related Guarantees (and any Exchange Notes and Guarantees
thereof);




     (21) any Investment in any Subsidiary or any joint venture in connection with
intercompany cash management arrangements or related activities arising in the ordinary
course of business;




     (22) Investments in joint ventures in an aggregate amount not to exceed $10.0 million
outstanding at any one time, in the aggregate;




     (23) Investments consisting of earnest money deposits made in connection with any
letter of intent or purchase agreement or otherwise in connection with any escrow
arrangements with respect to any acquisition;








-21-









 












     (24) loans and advances relating to indemnification or reimbursement of any officers,
directors or employees in respect of liabilities relating to their serving in any such
capacity or as otherwise permitted under Section 4.11 of this Indenture;




     (25) deposits made by the Issuer and Foreign Subsidiaries in Cash Pooling Arrangements;
and




     (26) extensions of trade credit in the ordinary course of business.



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





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




     (2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s
and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30
days or being contested in good faith by appropriate proceedings or other Liens arising out
of judgments or awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review if adequate reserves with respect
thereto are maintained on the books of such Person in accordance with GAAP;




     (3) Liens for taxes, assessments or other governmental charges not yet overdue for a
period of more than 30 days or subject to penalties for nonpayment or which are being
contested in good faith by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of such Person in accordance with
GAAP;




     (4) Liens in favor of the issuer of stay, customs, appeal, performance and surety bonds
or bid bonds or with respect to other regulatory requirements or letters of credit issued
pursuant to the request of and for the account of such Person in the ordinary course of its
business;




     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use of
real properties or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;




     (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (i), (iv),
(xi)(b), (xvii) or (xviii) of Section 4.09(b); provided that Liens securing Indebtedness
permitted to be incurred pursuant to clause (xvii) extend only to the assets of Foreign
Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clauses
(iv) and (xviii) are solely on the assets financed, purchased, constructed, improved,
acquired or assets of the acquired entity, as the case may be;




     (7) Liens existing on the Issue Date other than Liens securing the Credit Facilities;




     (8) Liens on assets, property or shares of stock of a Person at the time such Person
becomes a Subsidiary; provided, however, such Liens are not created or incurred in
connection with, or in contemplation of, such other Person becoming such a Subsidiary;
provided, further, however, that such Liens shall be limited to all or part of the same
assets or property (including after-acquired property to the extent it would have been
subject to a Lien in respect of the arrangements under which such Liens arose) that secured
the obligations to which the original Liens relate (plus improvements on such property);



-22-









 






     (9) Liens on assets or property at the time the Issuer or a Restricted Subsidiary
acquired the asset or property, including any acquisition by means of a merger, amalgamation
or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided,
however, that such Liens are not created or incurred in connection with, or in contemplation
of, such acquisition; provided, further, however, that the Liens shall be limited to all or
part of the same assets or property (including after-acquired property to the extent it
would have been subject to a Lien in respect of the arrangements under which such Liens
arose) that secured the obligations to which the original Lien relate (plus improvements on
such property);




     (10) Liens securing Indebtedness or other obligations of the Issuer or a Restricted
Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in
accordance with Section 4.09;




     (11) Liens securing Cash Management Obligations or Hedging Obligations so long as the
related Indebtedness under this Indenture is to be secured by a lien on the same property;




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




     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary
course of business which do not materially interfere with the ordinary conduct of the
business of the Issuer or any of its Restricted Subsidiaries and do not secure any
indebtedness;




     (14) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary
course of business;




     (15) Liens in favor of the Issuer or any Guarantor;




     (16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in
the ordinary course of business;




     (17) Liens on accounts receivable and related assets incurred in connection with a
Receivables Facility;




     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in
part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7),
(8), (9), this clause (18) and clause (21) below; provided, however, that (a) such new Lien
shall be limited to all or part of the same property (including after-acquired property to
the extent it would have been subject to a Lien in respect of the Indebtedness being
refinanced, refunded, extended, renewed or replaced) that secured the original Lien (plus
improvements on such property), and (b) the Indebtedness secured by such Lien at such time
is not increased to any amount greater than the sum of (i) the outstanding principal amount
or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8),
(9), this clause (18) and clause (21) below at the time the original Lien became a Permitted
Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses,
including premiums, related to such refinancing, refunding, extension, renewal or
replacement;




     (19) deposits made in the ordinary course of business to secure liability to insurance
carriers;




     (20) other Liens securing obligations, which obligations do not exceed $25,000,000 at
any one time outstanding;




     (21) Liens securing Indebtedness permitted to be incurred pursuant to Section 4.09 and
Liens securing guarantees of such Indebtedness; provided that the Consolidated Secured Debt
Ratio, calculated on a pro forma basis as of the date of, and after giving effect to, the
incurrence of such Indebtedness which



-23-









 






is secured by such Liens and the application of net proceeds therefrom, would not be
greater than 4.50 to 1.0;




     (22) Liens securing the Notes and the related Guarantees (and any Exchange Notes and
Guarantees thereof);




     (23) Liens securing judgments not constituting an Event of Default under Section
6.01(e) so long as such Liens are adequately bonded and any appropriate legal proceedings
that may have been duly initiated for the review of such judgment have not been finally
terminated or the period within which such proceedings may be initiated has not expired;




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




     (25) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection, (ii) attaching to securities accounts,
commodity trading accounts or other commodity brokerage accounts incurred in the ordinary
course of business, (iii) in favor of banking institutions arising as a matter of law
encumbering deposits (including the right of set-off) and which are within the general
parameters customary in the banking industry and (iv) in respect of set-off or similar
rights granted pursuant to a contract or other instrument;




     (26) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 4.09; provided that such Liens do not extend to any assets other
than those that are the subject of such repurchase agreement;




     (27) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes;




     (28) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness,
(ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted
Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of the Issuer or any of
its Restricted Subsidiaries in the ordinary course of business;




     (29) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale or purchase of goods, including government furnished equipment,
entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;




     (30) Liens solely on any cash earnest money deposits made by the Issuer or any of its
Restricted Subsidiaries in connection with any letter of intent or purchase agreement or
otherwise in connection with any escrow arrangements with respect to any Investment or
disposition in each case permitted under this Indenture;




     (31) Liens with respect to the assets of a Restricted Subsidiary that is not a
Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with
Section 4.09;




     (32) Liens on property or assets used to defease or to satisfy and discharge
Indebtedness, provided that such defeasance or satisfaction and discharge is not prohibited
by this Indenture;




     (33) Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity
Interests of joint ventures securing obligations of such joint ventures;



-24-









 






     (34) any encumbrance or restriction (including put and call agreements and rights of
first refusal) with respect to the Equity Interests of any joint ventures or similar
arrangement pursuant to the joint venture or similar agreement with respect to such joint
venture or similar arrangement; and




     (35) Liens that are incurred on a basis that is junior to the Liens incurred under the Credit
Facilities and securing obligations in an aggregate amount not to exceed $75.0 million.



          For purposes of this definition, the term “Indebtedness” shall be deemed to include interest
on and the costs in respect of such Indebtedness.




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




          “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends
or upon liquidation, dissolution, or winding up.




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




          “Providence Investors” means collectively Providence Equity Partners VI L.P. and Providence
Equity Partners VI-A, L.P., each an affiliate of Providence Equity Partners L.L.C.




          “Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the
acquisition, leasing, construction or improvement of property (real or personal) or assets (other
than Capital Stock), and whether acquired through the direct acquisition of such property or
assets, or otherwise.




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




          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person
engaged in, a Similar Business; provided that the fair market value of any such assets or Capital
Stock shall be determined by the Issuer in good faith.




          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating
on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as
the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as
the case may be.




          “Receivables Facility” means any of one or more receivables financing facilities as amended,
supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations
of which are non-recourse (except for Standard Receivables Undertakings) to the Issuer or any of
its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or
any of its Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is
not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts
receivable to a Person that is not a Restricted Subsidiary.




          “Receivables Fees” means distributions or payments made directly or by means of discounts with
respect to any accounts receivable or participation interest therein issued or sold in connection
with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any
Receivables Facility.




          “Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely
engages only in one or more Receivables Facilities and other activities reasonably related thereto.




          “Record Date” for the interest payable on any applicable Interest Payment Date means with
respect to the Notes, March 15 and September 15 (whether or not a Business Day) immediately
preceding such Interest Payment Date.







-25-









 








          “Registration Rights Agreement” means the Registration Rights Agreement to be dated the Issue
Date by and among the Issuer and the Initial Purchasers, as amended, supplemented or otherwise
modified from time to time.




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




          “Regulation S Global Note” means a Regulation S Temporary Global Note or 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 of the
applicable series 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 Regulation S Temporary
Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary
or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes of
the applicable series initially sold in reliance on Rule 903.




          “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(iii)
hereof.




          “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in
a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in
exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be
Related Business Assets if they consist of securities of a Person, unless upon receipt of the
securities of such Person, such Person would become a Restricted Subsidiary.




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




          “Restricted Cash” means cash and Cash Equivalents held by the Issuer and its Restricted
Subsidiaries that is contractually restricted from being distributed to the Issuer, except for such
restrictions that are contained in agreements governing Indebtedness permitted under this Indenture
and that is secured by such cash or Cash Equivalents, or are classified as “restricted cash” on the
consolidated balance sheet of the Issuer prepared in accordance with GAAP, or is used to cash
collateralize letters of credit.




          “Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear, the
Private Placement Legend.




          “Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private
Placement Legend.




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




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




          “Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of the Issuer
(including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however,
that upon the






-26-









 







occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary
shall be included in the definition of “Restricted 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 under the Securities Act.




          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any
successor to its rating agency business.




          “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the
Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which
property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a
third Person in contemplation of such leasing.




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




          “Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted
Subsidiaries secured by a Lien.




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




          “Senior Credit Facilities” means the Credit Facilities under the Credit Agreement entered into
as of the Issue Date by and among the Issuer, Sterling Parent Inc., the Guarantors, the lenders
party thereto in their capacities as lenders thereunder, Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Lending Partners LLC, as joint lead
arrangers and joint bookrunners, and Citibank, N.A., as Administrative Agent, including any
guarantees, collateral documents, instruments and agreements executed in connection therewith, and
any amendments, supplements, waivers, modifications, extensions, renewals, replacements (whether or
not upon termination, and whether with the original lenders or otherwise), restructurings,
repayments, restatements, refundings or refinancings thereof and any indentures or credit
facilities or commercial paper facilities with banks or other institutional lenders or other
investors generally that amends, restates, supplements, waives, replaces (whether or not upon
termination, and whether with the original lenders or otherwise), restructures, repays, refunds,
refinances or otherwise modifies from time to time any part of the loans, notes, other credit
facilities or incremental facilities (or bridge loans or notes issued in lieu of such incremental
facilities) or commitments thereunder, including any such replacement, refunding, refinancing,
incremental or bridge facility or indenture that increases the amount borrowable thereunder or
alters the maturity thereof (provided that such increase in borrowings is permitted under Section
4.09).




          “Senior Indebtedness” means:





     (1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit
Facilities, or the Notes and related Guarantees (including interest accruing on or after the
filing of any petition in bankruptcy or similar proceeding or for reorganization of the
Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto,
regardless of whether or not a claim for post-filing interest is allowed in such
proceedings)), and any and all other fees, expense reimbursement obligations,
indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or
thereafter created or incurred) and all obligations of the Issuer or any Guarantor to
reimburse any bank or other Person in respect of amounts paid under letters of credit,
acceptances or other similar instruments;




     (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in
the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a
Lender or an Affiliate of



-27-









 






such Lender at the time the applicable agreement giving rise to such Hedging Obligation
was entered into), provided that such Hedging Obligations are permitted to be incurred under
the terms of this Indenture;




     (3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred
under the terms of this Indenture, unless the instrument under which such Indebtedness is
incurred expressly provides that it is subordinated in right of payment to the Notes or any
related Guarantee; and




     (4) all Obligations with respect to the items listed in the preceding clauses (1), (2)
and (3);


provided, however, that Senior Indebtedness shall not include:





     (a) any obligation of such Person to the Issuer or any of its Subsidiaries;




     (b) any liability for federal, state, local or other taxes owed or owing by such
Person;




     (c) any accounts payable or other liability to trade creditors arising in the ordinary
course of business;




     (d) any Indebtedness or other Obligation of such Person which is subordinate or junior
in any respect to any other Indebtedness or other Obligation of such Person; or




     (e) that portion of any Indebtedness which at the time of incurrence is incurred in
violation of this Indenture.



          “Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such regulation is in effect on the Issue Date.




          “Similar Business” means any business conducted or proposed to be conducted by the Issuer and
its Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental
or ancillary thereto.




          “Standard Receivables Undertakings” means representations, warranties, covenants and
indemnities entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has
determined in good faith to be customary in a Receivables Facility, including, without limitation,
those relating to the servicing of the assets of a Receivables Subsidiary.




          ”Sterling Holdco Inc.” means Sterling Holdco Inc., a Delaware corporation.




          ”Sterling Parent Inc.” means Sterling Parent Inc., a Delaware corporation.




          “Subordinated Indebtedness” means:





     (1) any Indebtedness of the Issuer which is by its terms subordinated in right of
payment to the Notes; and




     (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of
payment to the Guarantee of such entity of the Notes.




     “Subsidiary” means, with respect to any Person:




     (1) any corporation, association, or other business entity (other than a partnership,
joint venture, limited liability company or similar entity) of which more than 50% of the
total 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 of determination owned or controlled, directly



-28-









 






or indirectly, by such Person or one or more of the other Subsidiaries of that Person
or a combination thereof; and




     (2) any partnership, joint venture, limited liability company or similar entity of
which (x) more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof whether in the form of membership, general, special
or limited partnership or otherwise, and (y) such Person or any Restricted Subsidiary of
such Person is a controlling general partner or otherwise controls such entity.



          “Supplemental Indenture” has the meaning set forth in the recitals.




          “Total Assets” means total assets of the Issuer and its Restricted Subsidiaries on a
consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the
Issuer and its Restricted Subsidiaries as may be expressly stated.




          “Transactions” means the transactions described under “Summary —The Transactions” in the
Offering Memorandum.




          “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption
Date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the
period from the Redemption Date to October 1, 2015; provided, however, that if the period from the
Redemption Date to October 1, 2015 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used.




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




          “Trustee” means Wilmington Trust, National Association, as trustee, until a successor replaces
it in accordance with Section 7.08 and thereafter means the successor serving hereunder.




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




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




          “Unrestricted Global Notes” means one or more Global Notes that do not and are not required to
bear the Private Placement Legend and are deposited with and registered in the name of the
Depositary or its nominee.




          “Unrestricted Subsidiary” means (a) any Issue Date Unrestricted Subsidiary and (b):





     (1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted
Subsidiary (as designated by the Issuer, as provided below); and




     (2) any Subsidiary of an Unrestricted Subsidiary.



          The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or
holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other
than solely any Subsidiary of the Subsidiary to be so designated); provided that:







-29-









 









     (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests
entitled to cast at least a majority of the votes that may be cast by all Equity Interests
having ordinary voting power for the election of directors or Persons performing a similar
function are owned, directly or indirectly, by the Issuer;




     (2) such designation complies with Section 4.07; and




     (3) each of:




     (a) the Subsidiary to be so designated; and




     (b) its Subsidiaries has not, at the time of designation, incurred any
Indebtedness pursuant to which the lender has recourse to any of the assets of the
Issuer or any Restricted Subsidiary.



          The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that, immediately after giving effect to such designation, no Default shall have occurred and be
continuing and either:





     (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test described in Section 4.09(a); or




     (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries
would be equal to or greater than such ratio immediately prior to such designation,


in each case on a pro forma basis taking into account such designation.




          Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly
filing with the Trustee a copy of the Board Resolution of the Issuer or any committee thereof
giving effect to such designation and an Officer’s Certificate certifying that such designation
complied with the foregoing provisions.




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




          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is 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, Disqualified
Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:





     (1) the sum of the products of the number of years from the date of determination to
the date of each successive scheduled principal payment of such Indebtedness or redemption
or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by
the amount of such payment; by




     (2) the sum of all such payments.



          “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the
outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time
be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.




          Section 1.02. Other Definitions




	 	 	 	 	 
	 	 	Defined in	 
	Term	 	Section	 
	“Acceptable Commitment” 
	 	 	4.10	 
	“Affiliate Transaction” 
	 	 	4.11	 
	“Asset Sale Offer” 
	 	 	4.10	 






-30-









 






	 	 	 	 	 
	 	 	Defined in	 
	Term	 	Section	 
	“Authentication Order” 
	 	 	2.02	 
	“Change of Control Offer” 
	 	 	4.14	 
	“Change of Control Payment” 
	 	 	4.14	 
	“Change of Control Payment Date” 
	 	 	4.14	 
	“Covenant Defeasance” 
	 	 	8.03	 
	“DTC” 
	 	 	2.03	 
	“Event of Default” 
	 	 	6.01	 
	“incur” 
	 	 	4.09	 
	“Legal Defeasance” 
	 	 	8.02	 
	“notice of acceleration” 
	 	 	6.02	 
	“Offer Amount” 
	 	 	3.09	 
	“Offer Period” 
	 	 	3.09	 
	“OID” 
	 	 	2.06	 
	“Pari Passu Indebtedness” 
	 	 	4.10	 
	“Paying Agent” 
	 	 	2.03	 
	“Purchase Date” 
	 	 	3.09	 
	“redeem” 
	 	 	3.09	 
	“redemption” 
	 	 	3.09	 
	“Redemption Date” 
	 	Exhibit A
	“Refinancing Indebtedness” 
	 	 	4.09	 
	“Refunding Capital Stock” 
	 	 	4.07	 
	“Registrar” 
	 	 	2.03	 
	“Restricted Payments” 
	 	 	4.07	 
	“Second Commitment” 
	 	 	4.10	 
	“Successor Company” 
	 	 	5.01	 
	“Successor Person” 
	 	 	5.01	 
	“Treasury Capital Stock” 
	 	 	4.07	 






          Section 1.03. Incorporation by Reference of Trust Indenture Act




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




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




          “indenture securities” means the Notes and the Guarantees;




          “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 Issuer and any successor obligor upon the Notes.




          (c) All other terms used in this Indenture that are defined by the Trust Indenture Act,
defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust
Indenture Act and not otherwise defined herein have the meanings so assigned to them either in the
Trust Indenture Act, by another statute or SEC rule, as applicable.




          Section 1.04. Rules of Construction




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







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




          (c) “or” is not exclusive;




          (d) “including” means including without limitation;




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




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




          (g) provisions apply to successive events and transactions;




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




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




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




          Section 1.05. Acts of
Holders




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




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by or on behalf of any legal entity other than an individual, such certificate or affidavit
shall also constitute proof of the authority of the Person executing the same. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that the Trustee deems sufficient, but the Trustee
shall not be obligated to undertake to obtain proof of the execution or authority set forth in
Section 1.05(b).




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




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




          (e) The Issuer may, at its option in the circumstances permitted by the Trust Indenture Act,
set a record date for purposes of determining the identity of Holders entitled to give any request,
demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or
consent to any action by vote or consent authorized or permitted to be given or taken by Holders,
but the Issuer shall have no obligation to do so.







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




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




          (h) The Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such
depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date.




ARTICLE II




THE NOTES



          Section 2.01. Form and
Dating; Terms




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




          (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A
hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form
of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent
such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in
the Global Note” attached thereto and each shall provide that it shall represent up to the
aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges and redemptions of such Global Note. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 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 Custodian 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 Issuer and authenticated by the
Trustee as hereinafter provided. The Restricted Period may be terminated prior to the 40th day of
such period upon the receipt by the Trustee of:




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     (i) a written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification of
non-United States beneficial ownership of 100% of the aggregate principal amount of each
Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof
who acquired an interest therein during the Restricted Period pursuant to another exemption
from registration under the Securities Act and who shall take delivery of a beneficial
ownership interest in a 144A Global Note bearing a Private Placement Legend, all as
contemplated by Section 2.06(b) hereof); and




     (ii) an Officer’s Certificate from the Issuer.



          Within a reasonable period after expiration or termination of the Restricted Period,
beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial
interests in a Regulation S Permanent Global Note of the same series upon delivery to DTC of the
certification of compliance and the transfer applicable Notes pursuant to the Applicable
Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent
Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The
aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent
Global Note may from time to time be increased or decreased by adjustments made on the records of
the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.




          (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is unlimited.




          The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, 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 the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.




          The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as
provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof.
The Notes shall not be redeemable, other than as provided in Article III hereof.




          (e) Issuance of Additional Notes. The Issuer shall be entitled to issue Additional Notes
under this Indenture which shall have identical terms as the Initial Notes issued on the date
hereof, other than with respect to the date of issuance and issue price. The Initial Notes issued
on the date hereof and any Additional Notes shall be treated as a single class for all purposes
under this Indenture, including directions, waivers, amendments, consents, redemptions and offers
to purchase.




          With respect to any Additional Notes, the Issuer shall set forth in a Board Resolution and an
Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following
information:





     (i) the aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;




     (ii) the issue price, the issue date and the CUSIP and/or ISIN number of such
Additional Notes; and




     (iii) whether such Additional Notes shall be subject to the restrictions on transfer
set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted
Definitive Notes.



          Section 2.02. Execution
and Authentication




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




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




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




          The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 Issuer.




          Section 2.03. Registrar
and Paying Agent




          (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may
be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note
Register”) reflecting the ownership of the Notes outstanding from time to time and of their
transfer. The Registrar shall also facilitate the transfer of the Notes on behalf of the Issuer in
accordance with Section 2.06 hereof. The Issuer 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 agents. The Issuer initially appoints the Trustee as
Paying Agent. The Issuer may change any Paying Agent or Registrar without prior notice to any
Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or
Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuer or any
of its domestic Subsidiaries may act as Paying Agent or Registrar.




          (b) The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes representing the Notes.




          (c) The Issuer initially appoints the Trustee to act as the Registrar for the Notes and to act
as Custodian with respect to the Global Notes and the Trustee agrees to initially so act.




          Section 2.04. Paying
Agent to Hold Money in Trust




          The Issuer 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 interest on the Notes, and will
notify the Trustee in writing of any default by the Issuer 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 Issuer 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 Issuer or a
Subsidiary) shall have no further liability for such funds. If the Issuer or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders
all funds held by it as Paying Agent. Upon any Event of Default pursuant to Sections 6.01(f) or
(g), the Trustee shall serve as Paying Agent for the Notes.




          Section 2.05. Holder
Lists




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



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as of such date as the Trustee
may reasonably require of the names and addresses of the Holders and the Issuer shall otherwise
comply with Trust Indenture Act Section 312(a).




          Section 2.06. Transfer and Exchange




          (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section
2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest
in a Global Note may not be exchanged for a Definitive Note of the same series unless (A) the
Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for
such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and,
in either case, a successor Depositary is not appointed by the Issuer within 120 days or (B) there
shall have occurred and be continuing an Event of Default with respect to the Notes and the
Depositary requests such exchange. Upon the occurrence of any of the preceding events in (A) or
(B) above, Definitive Notes delivered in exchange for any Global Note of the same series or
beneficial interests therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depositary (in accordance with its customary
procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or
Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or
(B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a); and beneficial interests in a Global Note may
not be transferred and exchanged other than as provided in Section 2.06(b) or (c) hereof.




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





     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend;
provided, that prior to the expiration of the Restricted Period, transfers of beneficial
interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for
the account or benefit of a U.S. Person other than to a “distributor” (as defined in Rule
902(d) of Regulation S) and other than pursuant to Rule 144A. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of
the same series in an amount equal to the beneficial interest to be transferred or exchanged
and (2) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to
effect the transfer or exchange referred to in (B)(1) above; provided that in no event shall
Definitive Notes be issued upon the transfer or exchange of beneficial interests in a
Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and
(B) the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes



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contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(g) hereof.




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




     (1) if the transferee will take delivery in the form of a beneficial interest
in a 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof or, if
permitted by the Applicable Procedures, item (3) thereof; or




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




     (iv) Transfer or Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A Holder of a beneficial interest
in a Restricted Global Note may exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note or may transfer such beneficial interest to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above
and the Registrar receives the following:




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




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




and, in each such case, if the Issuer so requests or if the Applicable Procedures so
require, an opinion of counsel in form reasonably acceptable to the Issuer to the effect
that such exchange or transfer complies with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.




     If any such transfer is effected at a time when an Unrestricted Global Note has not yet
been issued, the Issuer shall execute 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.




     (v) Transfer or Exchange of Beneficial Interests in an Unrestricted Global Note for
Beneficial Interests in a Restricted Global Note Prohibited. Beneficial interests in an
Unrestricted Global Note may not be exchanged for, or transferred to Persons who take
delivery thereof in the form of, beneficial interests in a Restricted Global Note.



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




          (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a




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Restricted Definitive Note, then, upon the
occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and receipt by the
Registrar of the following documentation:





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




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




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




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




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




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


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee upon
receipt of an Authentication Order shall authenticate and mail to the Person designated by the
Holder of such beneficial interest in the instructions delivered to the Registrar by the Depositary
and the applicable Participant or Indirect Participant on behalf of such Holder a Restricted
Definitive Note in the applicable principal amount. Any Restricted Definitive Note issued in
exchange for a beneficial interest in a 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 designate in such instructions. The Trustee shall mail such
Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any
Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to
all restrictions on transfer contained therein.




          (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(i)(1) and (3) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who
takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.




          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes. Subject to Section 2.06(a) hereof, a Holder of a beneficial interest in a Restricted
Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may
transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if the Registrar receives the following:





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



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


and, in each such case, if the Issuer so requests or if the Applicable Procedures so require, an
opinion of counsel in form reasonably acceptable to the Issuer to the effect that such exchange or
transfer complies with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.




          Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(iii),
the Issuer shall execute and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the
appropriate principal amount to the Person designated by the Holder of such beneficial interest in
instructions delivered to the Registrar by the Depositary and the applicable Participant or
Indirect Participant on behalf of such Holder, and the Trustee shall reduce or cause to be reduced
in a corresponding amount pursuant to Section 2.06(g), the aggregate principal amount of the
applicable Restricted Global Note. Any Unrestricted Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement
Legend.




          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. Subject to Section 2.06(a) hereof, if any Holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions
set forth in Section 2.06(b)(ii) hereof, the Trustee shall reduce or cause to be reduced in a
corresponding amount pursuant to Section 2.06(g) hereof, the aggregate principal amount of the
applicable Unrestricted Global Note, and the Issuer shall execute, and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and
deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person
designated by the Holder of such beneficial interest in instructions delivered to the Registrar by
the Depositary and the applicable Participant or Indirect Participant on behalf of such Holder.
Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination
or denominations as the Holder of such beneficial interest shall designate in such instructions.
The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such
Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.




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




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





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




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



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




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




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


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a
corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of, in the
case of clause (i) above, the applicable Restricted Global Note, in the case of clause (2) above,
the applicable 144A Global Note, and in the case of clause (3) above, the applicable Regulation S
Global Note.




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





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




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


and, in each such case, if the Issuer so requests or if the Applicable Procedures so require, an
opinion of counsel in form reasonably acceptable to the Issuer to the effect that such exchange or
transfer shall be effected in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend shall no longer be required in order
to maintain compliance with the Securities Act.




          Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the
Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a
corresponding amount pursuant to Section 2.06(g) hereof, the aggregate principal amount of the
Unrestricted Global Note.




          (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive
Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted
Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,
the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be
increased in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal
amount of one of the Unrestricted Global Notes.




          (iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes
Prohibited. An Unrestricted Definitive Note may not be exchanged for, or transferred to
Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.




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




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes.




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




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





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




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




     (3) if the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications required by item (3) thereof, if
applicable.



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





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




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


and, in each such case, if the Issuer so requests, an opinion of counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer complies with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act.




          Upon satisfaction of the conditions of any of the clauses of this Section 2.06(e)(iii), the
Trustee shall cancel the prior Restricted Definitive Note and the Issuer shall execute, and upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal
amount to the Person designated by the Holder of such prior Restricted Definitive Note in
instructions delivered to the Registrar by such Holder.




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




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




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          (i) Private Placement Legend.





     (1) Except as permitted by clause (B) below, each Global Note and each Definitive Note
(and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:




     “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.
EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.




     BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES THAT IT WILL NOT
WITHIN ONE YEAR AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE
AND THE DATE ON WHICH THE ISSUER OR ANY OF ITS RESPECTIVE AFFILIATES OWNED THIS
NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) (I) TO THE ISSUER OR
ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, INSIDE THE UNITED STATES TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (IV)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (V) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUER SO REQUESTS), OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS
ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III)
TO (V) OF CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.”




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




     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially
the following form (with appropriate changes in the last sentence if DTC is not the
Depositary):




“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



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




[IF APPLICABLE] [FOR THE PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT (“OID”). FOR INFORMATION ABOUT THE ISSUE PRICE, THE AMOUNT OF OID, THE
ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THIS NOTE, PLEASE CONTACT THE
CHIEF FINANCIAL OFFICER OF THE ISSUER].”




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




     “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.
EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.




     BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES THAT IT WILL NOT
WITHIN 40 DAYS AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND
THE DATE ON WHICH THE ISSUER OR ANY OF ITS RESPECTIVE AFFILIATES OWNED THIS NOTE,
OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) (I) TO THE ISSUER OR ANY
SUBSIDIARY THEREOF, (II)
FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH



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REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (V) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
ISSUER SO REQUESTS), OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE
HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (V) OF
CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE
AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF
THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.”



          (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 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 will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the aggregate 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 will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note shall
be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by
the Depositary at the direction of the Trustee to reflect such increase.




          (h) [RESERVED].




          (i) General Provisions Relating to Transfers and Exchanges.




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




          (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05
hereof).




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




          (iv) Neither the Registrar nor the Issuer shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the day of




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selection, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date
with respect to such Note and the next succeeding Interest Payment Date with respect to such Note.




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




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




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




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




          (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Depositary Participants or beneficial owners of interest in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.




          Section 2.07. Replacement Notes




          If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the
Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of
any Note, the Issuer 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 Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment
of (i) the Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.




          Every replacement Note issued in accordance with the Section 2.07 is a contractual obligation
of the Issuer and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.




          Section 2.08. Outstanding Notes




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




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          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 protected purchaser
(as defined in Section 8-303 of the Uniform Commercial Code).




          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 Issuer, a Guarantor or an Affiliate of the Issuer or a
Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions
thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall
be deemed to be no longer outstanding and shall cease to accrue interest.




          Section 2.09. Treasury
Notes




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuer, a Guarantor or by any Affiliate of the
Issuer or a Guarantor, shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that a Responsible Officer of the Trustee 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 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 Issuer, a Guarantor or any
obligor upon the Notes or any Affiliate of the Issuer, a Guarantor or of such other obligor.




          Section 2.10. Temporary
Notes




          Until certificates representing Notes are ready for delivery, the Issuer may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of Definitive Notes but may have variations that the
Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall
prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.




          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to
all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this
Indenture.




          Section 2.11. Cancellation




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




          Section 2.12. Defaulted
Interest




          If the Issuer 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, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer
may pay the defaulted interest to the Persons who are Holders on a subsequent special record date.
The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be
paid on each Note and the date of the proposed payment, and at the same time the Issuer shall
deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such defaulted interest or shall make arrangements for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such defaulted interest as provided in this Section 2.12. The Issuer shall fix or
cause to be fixed any such special record date and payment date; provided that no



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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 any such special record date, the Issuer (or, upon the written
request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or
cause to be mailed, first-class postage prepaid, to each Holder, with a copy to the Trustee, a
notice at his or her address as it appears in the Note Register that states the special record
date, the related payment date and the amount of such interest to be paid.




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




          Section 2.13. CUSIP/ISIN
Numbers




          The Issuer in issuing the Notes may use CUSIP and ISIN numbers (in each case, 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 Issuer will as promptly as practicable notify the Trustee in writing of any change in
the CUSIP and ISIN numbers.




          Section 2.14. Calculation of Principal Amount of Securities 




          The aggregate principal amount of the Notes, at any date of determination, shall be the
principal amount of the Notes at such date of determination. With respect to any matter requiring
consent, waiver, approval or other action of the Holders of a specified percentage of the principal
amount of all the Notes, such percentage shall be calculated, on the relevant date of
determination, by dividing (a) the principal amount, as of such date of determination, of Notes,
the Holders of which have so consented by (b) the aggregate principal amount, as of such date of
determination, of the Notes then outstanding, in each case, as determined in accordance with the
preceding sentence, Section 2.08 and Section 2.09 of this Indenture. Any such calculation made
pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to
an Officer’s Certificate.




ARTICLE III




REDEMPTION AND PREPAYMENT



          Section 3.01. Notices to
Trustee




          If the Issuer elects to redeem the Notes pursuant to Section 3.07 hereof, it shall furnish to
the Trustee, at least two Business Days (or such shorter period as allowed by the Trustee) before
notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section
3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate of the
Issuer setting forth (i) the paragraph or subparagraph of such Note and/or Section of this
Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of the Notes, to be redeemed and (iv) the redemption price.




          Section 3.02. Selection
of Notes to Be Redeemed




          If less than all of the Notes are to be redeemed at any time (subject to applicable procedures
of DTC), the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any
national securities exchange (and such listing is known by a Responsible Officer of the Trustee),
in compliance with the requirements of the principal national securities exchange on which the
Notes are listed or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is
not practicable for any reason, by lot or by such other method 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 from the outstanding Notes not previously called
for redemption.




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          The Trustee shall promptly notify the Issuer 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 $2,000 or integral multiples
of $1,000 in excess thereof; no Notes of less than $2,000 can be redeemed in part, except that if
all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by
such Holder, even if not a multiple of $1,000 shall be redeemed. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.




          Section 3.03. Notice of
Redemption




          Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class
mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address
appearing in the Note Register or otherwise in accordance with Applicable Procedures, except that
redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is
issued in connection with Article VIII or Article XI hereof.




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





     (a) the redemption date;




     (b) the appropriate method for calculation of the redemption price, but need not
include the redemption price itself; the actual redemption price shall be set forth in an
Officer’s Certificate delivered to the Trustee no later than two (2) Business Days prior to
the Redemption Date;




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




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




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




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




     (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed;




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




     (i) if in connection with a redemption pursuant to Section 3.07 hereof, any condition
to such redemption.



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




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          The Issuer may provide in the notice of redemption that payment of the redemption price and
performance of the Issuer’s obligations with respect to such redemption or purchase may be
performed by another Person.




          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
(except as provided for in Section 3.07 hereof). The notice, if mailed in a manner herein
provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not affect the validity of
the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after
the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.




          Section 3.05. Deposit of
Redemption Price




          (a) Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Issuer shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and
accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or
the Paying Agent shall promptly, and in any event within two Business Days after the Redemption
Date, return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer
in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest
on, all Notes to be redeemed.




          (b) If the Issuer complies with the provisions of the preceding paragraph (a), on and after
the Redemption Date, interest shall cease to accrue on the applicable series of Notes or the
portions of Notes called for redemption, whether or not such Notes are presented for payment. 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 to the Redemption Date shall be paid to the Person in whose
name such Note was registered at the close of business on such Record Date. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer
to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the
Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to
the Redemption Date not paid on such unpaid principal, in each case at the rate provided in the
Notes and in Section 4.01 hereof.




          Section 3.06. Notes
Redeemed in Part




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




          Section 3.07. Optional
Redemption




          (a) The Issuer may redeem the Notes in accordance with the provisions of the applicable Note,
as set forth in Exhibit A. Notwithstanding anything to the contrary contained herein or in the
applicable Note, notice of any redemption upon any Equity Offering or other corporate transaction
may be given prior to the completion thereof, and any such redemption or notice may, at the
Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to,
completion of the related Equity Offering or related corporate transaction.




          (b) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.




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          Section 3.08. Mandatory Redemption




          Except as set forth in Sections 4.10 and 4.14 hereof, the Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to, or offer to purchase, the Notes.




          Section 3.09. Offer to Purchase




          (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to
commence an Asset Sale Offer, it shall follow the procedures specified below.




          (b) The Asset Sale 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 Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the
purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable),
or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered
in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.




          (c) If the Purchase Date is on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, 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 Asset Sale
Offer.




          (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail,
postage prepaid, 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu
Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:





     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer shall remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




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




     (iv) that, unless the Issuer defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the
Purchase Date;




     (v) that any Holder electing to have less than all of the aggregate principal amount of
its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in
denominations of $2,000 or integral multiples of $1,000 in excess thereof;




     (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer,
the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in
the notice at least two Business Days before the Purchase Date;




     (vii) that Holders shall be entitled to withdraw their election if the Issuer, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;





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     (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness
surrendered pursuant to such Asset Sale Offer by the Holders thereof exceeds the Offer
Amount, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu
Indebtedness will select such Pari Passu Indebtedness to be purchased on a pro rata basis
based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness
surrendered (with such adjustments as may be necessary so that only Notes in denominations
of $2,000 or integral multiples of $1,000 in excess thereof are purchased);




     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer) representing the same indebtedness to the extent not
repurchased; and




     (x) any other procedures the Holders must follow in order to tender their Notes (or
portions thereof) for payment and the procedures that Holders must follow in order to
withdraw an election to tender Notes (or portions thereof) for payment.



          (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for
payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer
Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less
than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions thereof so tendered.




          (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or
deliver to each tendering Holder an amount equal to the purchase price of the Notes properly
tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly
issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and
mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel
or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or
deliver such new Note) in a principal amount equal to any unpurchased portion of the Note
surrendered representing the same indebtedness to the extent not repurchased. Any Note not so
accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer
shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the
Purchase Date.




          (g) Prior to 11:00 a.m. (New York City time) on the purchase date, the Issuer shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued
and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying
Agent shall promptly, and in any event within two Business Days, return to the Issuer any money
deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to
pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed.




          Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase
pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01
through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be
deemed to refer to “purchase,” “repurchase” and similar words, as applicable. To the extent that
the provisions of any securities laws or regulations conflict with Section 4.10, this Section 3.09
or other provisions of this Indenture, the Issuer shall comply with applicable securities laws and
regulations and shall not be deemed to have breached its obligations under Section 4.10, this
Section 3.09 or such other provision by virtue of such compliance.




ARTICLE IV




COVENANTS



          Section 4.01. Payment of Notes




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






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paid on the date due if the Paying Agent, if other than the Issuer, a Guarantor or an
Affiliate of the Issuer or a Guarantor, holds as of 11:00 a.m. (New York City time) on the due date
money deposited by the Issuer in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due. The Paying Agent shall return to the
Issuer promptly, and in any event, no later than five (5) Business Days following the date of
payment, any money (including accrued interest) that exceeds such amount of principal, premium, if
any, and interest paid on the Notes. 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 shall accrue on such payment for the intervening period.




          The Issuer shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
periods), from time to time on demand at the same rate to the extent lawful.




          Section 4.02. Maintenance of Office or Agency




          (a) The Issuer shall maintain an office or agency (which may be an office or drop facility of
the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented
or surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Issuer in respect of the Notes and this Indenture may be delivered. The Issuer 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 Issuer 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,
and the Issuer hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.




          (b) The Issuer may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided that no such designation or rescission shall in any manner
relieve the Issuer of its obligation to maintain such offices or agencies as required by Section
2.03 for such purposes. The Issuer shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.




          (c) The Issuer hereby designates the Corporate Trust Office of the Trustee, as one such
office, drop facility or agency of the Issuer in accordance with Section 2.03 hereof.




          Section 4.03. Reports




          (a) Notwithstanding that the Issuer may not be required to be or remain subject to the
reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Issuer will file with the
SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the
Notes are outstanding, the annual reports, information, documents and other reports that the Issuer
is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to
file if the Issuer were so subject; provided that the Issuer shall not in any event be required to
file or cause to be filed with the SEC any of such information, documents and reports prior to the
commencement of the exchange offer or effectiveness of the shelf registration statement as provided
for in the Registration Rights Agreement. The Issuer will also, within 15 days after the date on
which the Issuer was so required to file or would be so required to file if the Issuer were so
subject, transmit by mail to all Holders, as their names and addresses appear in the register for
the Notes, and to the Trustee (or make available on the Issuer’s website) copies of any such
information, documents and reports (without exhibits) so required to be filed (or, in lieu of any
thereof, a registration statement filed with the SEC under the Securities Act or any amendment
thereto, provided such registration statement or amendment contains the information that would have
been included therein). Notwithstanding the foregoing, if any audited or reviewed financial
statements or information required to be included in any such filing are not reasonably available
on a timely basis as a result of the Issuer’s accountants not being “independent” (as defined
pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Issuer may,
in lieu of making such filing or transmitting or making available the information, documents and
reports so




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required to be filed, elect to make a filing on an alternative form or transmit or make
available unaudited or unreviewed financial statements or information substantially similar to such
required audited or reviewed financial statements or information; provided that (a) the Issuer
shall in any event be required to make such filing and so transmit or make available such audited
or reviewed financial statements or information no later than the first anniversary of the date on
which the same was otherwise required pursuant to the preceding provisions of this paragraph (such
initial date, the “Reporting Date”) and (b) if the Issuer makes such an election and such filing
has not been made, or such information, documents and reports have not been transmitted or made
available, as the case may be, within 90 days after such Reporting Date, liquidated damages will
accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting
Date to the earlier of (x) the date on which such filing has been made, or such information,
documents and reports have been transmitted or made available, as the case may be, and (y) the
first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated
damages shall be payable for any period regardless of the number of such elections by the Issuer).
The Trustee shall have no obligation to determine if liquidated damages are due or to calculate or
verify the calculation of such liquidated damages.




          (b) Notwithstanding the foregoing clause, prior to the commencement of the exchange offer or
effectiveness of the shelf registration statement as provided for in the Registration Rights
Agreement (i) the Issuer will be deemed to have satisfied the requirements of the second sentence
of Section 4.03(a) by providing, within the time periods specified therein, (A) with respect each
fiscal year, the information required under Items 7 and 8 of Form 10-K (as in effect on the Issue
Date), (B) with respect to the first three fiscal quarters of each fiscal year, the information
required under Items 1 and 2 of Form 10-Q (as in effect on the Issue Date) and (C) with respect to
the occurrence of an event required to be reported as a “current report” on Form 8-K, the
information required under Items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.06, 4.01, 4.02, 5.01,
5.02(a), (b), (c) and (d) (other than any information relating to compensation arrangements with
any directors or officers) and 9.01(a) (but only with respect to historical financial statements
relating to transactions required to be reported pursuant to Item 2.01) of Form 8-K (as in effect
on the Issue Date) and (ii) the Issuer shall not be required to transmit or make available (x)
separate financial statements of any Guarantor or any consolidating footnote contemplated by Rule
3-10 of Regulation S-X of the Securities Act, (y) any “current report” if the Issuer determines in
good faith that the event that would be the subject of such report is not material to Holders or
the business, assets, operations or financial position of the Issuer and its Restricted
Subsidiaries, taken as a whole or (z) any information that would otherwise be required by Sections
302 and 404 of the Sarbanes-Oxley Act of 2002 and Items 307, 308 or 308T of Regulation S-K.




          (c) Notwithstanding the preceding clauses, the Issuer will be deemed to have furnished such
reports referred to above to the Trustee and the Holders of Notes if the Issuer has filed such
reports with the SEC via the EDGAR filing system and such reports are publicly available. In
addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish
to the Holders and to securities analysts, market makers and prospective investors that certify
that they are qualified institutional buyers, upon their request, the information described above
as well as all information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.




          (d) If at any time any direct or indirect parent becomes a Guarantor (there being no
obligation of any such parent to do so), such entity shall hold no material assets other than cash,
Cash Equivalents and the Capital Stock of the Issuer or any other direct or indirect parent of the
Issuer (and performs the related incidental activities associated with such ownership) and would
comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any
successor provision), the reports, information and other documents required to be furnished to
Holders of the Notes pursuant to this covenant may, at the option of the Issuer, be furnished by
and be those of such parent rather than the Issuer.




          (e) Delivery of reports, information and documents to the Trustee under this Section 4.03 is
for informational purposes only and the Trustee’s receipt (or constructive receipt) of the
foregoing shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s
Certificate). The Trustee is not obligated to confirm that the Company has complied with its
obligations contained in this Section 4.03 to file such reports with the SEC or post such reports
and information on its website.







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          Section 4.04. Compliance
Certificate; Notices of Default




          The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year
ending after the Issue Date, a certificate from the principal executive officer, principal
financial officer or principal accounting officer stating that a review of the activities of the
Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officer with a view to determining whether the Issuer and its Restricted
Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture,
and further stating, as to such Officer signing such certificate, that to the best of his or her
knowledge the Issuer is not in default in the performance or observance of any of the terms,
provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred,
describing all such Defaults of which he or she may have knowledge and what action the Issuer is
taking or proposes to take with respect thereto). In addition, within ten (10) Business Days after
becoming aware of any Default, the Issuer shall deliver to the Trustee a statement specifying such
Default.




          Section 4.05. Taxes




          The Issuer 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 being contested in good
faith and by appropriate negotiations or proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders.




          Section 4.06. Stay,
Extension and Usury Laws




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




          Section 4.07. Restricted
Payments




          (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly:





     (i) declare or pay any dividend or make any payment or distribution on account of the
Issuer’s or any Restricted Subsidiary’s Equity Interests (including any dividend or
distribution payable in connection with any merger or consolidation) other than:




     (1) dividends or distributions payable solely in Equity Interests (other than
Disqualified Stock) of the Issuer; or




     (2) dividends or distributions by a Restricted Subsidiary so long as, in the
case of any dividend or distribution payable on or in respect of any class or
series of securities issued by a Restricted Subsidiary other than a Wholly-Owned
Subsidiary of the Issuer, the Issuer or a Restricted Subsidiary receives at least
its pro rata share of such dividend or distribution in accordance with its Equity
Interests in such class or series of securities;




     (ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity
Interests of the Issuer or any direct or indirect parent of the Issuer, in each case held by
Persons other than the Issuer or a Restricted Subsidiary;



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     (iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value in each case, prior to any scheduled repayment, sinking fund
payment or maturity, any Subordinated Indebtedness other than:




     (1) Indebtedness permitted under Section 4.09(b)(vii); or




     (2) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement of Subordinated Indebtedness of the Issuer and its Restricted
Subsidiaries in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
purchase, repurchase, redemption, defeasance, acquisition or retirement,




     (iv) make any Restricted Investment,


unless the conditions of subsection (b) below are satisfied.




          (b) All payments and other actions set forth in Sections 4.07(a)(i) through (iv) (other than
any exception thereto) above shall be collectively referred to as “Restricted Payments”. At the
time of such Restricted Payment:





     (i) no Default shall have occurred and be continuing or would occur as a consequence
thereof;




     (ii) immediately after giving effect to such transaction on a pro forma basis, the
Issuer could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a); and




     (iii) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date
(including Restricted Payments permitted by Sections 4.07(c)(i), 4.07(c)(ii) (with respect
to the payment of dividends on Refunding Capital Stock (as defined in Section
4.07(c)(ii)(a)) pursuant to clause (c) thereof only), Sections 4.07(c)(vi) (3) and (ix), but
excluding all other Restricted Payments permitted by Section 4.07(c)), is less than the sum
of (without duplication):




     (1) 50% of the Consolidated Net Income of the Issuer for the period (taken as
one accounting period) beginning on the first date of the fiscal quarter in which
the Issue Date occurred to the end of the Issuer’s most recently ended fiscal
quarter for which internal financial statements are available at the time of such
Restricted Payment, or, in the case such Consolidated Net Income for such period is
a deficit, minus 100% of such deficit; plus




     (2) 100% of the aggregate net cash proceeds and the fair market value, as
determined in good faith by the Issuer, of marketable securities or other property
received by the Issuer or a Restricted Subsidiary (without the issuance of
additional Equity Interests in such Restricted Subsidiary) since immediately after
the Issue Date (other than (i) to the extent used to fund the Transactions and (ii)
net cash proceeds to the extent such net cash proceeds have been used to incur
Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section
4.09(b)(xi)(a)) from the issue or sale of:




     (A) (1) Equity Interests of the Issuer, including Treasury Capital
Stock (as defined in Section 4.07(c)(ii)(a)), but excluding cash proceeds
and the fair market value, as determined in good faith by the Issuer, of
marketable securities or other property received from the sale of (x) Equity
Interests to employees, directors or consultants of the Issuer, Restricted
Subsidiaries and any direct or indirect parent company of the Issuer, after
the Issue Date to the extent such amounts have been applied to Restricted
Payments made in accordance with Section 4.07(c)(iv); and (y) Designated
Preferred Stock; and (2)



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to the extent such net cash proceeds or other property are actually
contributed to the capital of Issuer or any Restricted Subsidiary (without
the issuance of additional Equity Interests of such Restricted Subsidiary),
Equity Interests of the Issuer’s direct or indirect parent companies
(excluding contributions of the proceeds from the sale of Designated
Preferred Stock of such companies or contributions to the extent such
amounts have been applied to Restricted Payments made in accordance with
Section 4.07(c)(iv); or




     (B) debt securities of the Issuer or any Restricted Subsidiary that has
been converted into or exchanged for such Equity Interests of the Issuer or
a direct or indirect parent company of the Issuer;




provided, however, that this clause (b) shall not include the proceeds from (w)
Refunding Capital Stock (as defined below), (x) Equity Interests or convertible debt
securities sold to the Issuer or a Restricted Subsidiary, as the case may be, (y)
Disqualified Stock or debt securities that have been converted into Disqualified
Stock or (z) Excluded Contributions; plus




     (3) 100% of the aggregate amount of cash and the fair market value, as
determined in good faith by the Issuer, of marketable securities or other property
contributed to the capital of the Issuer following the Issue Date (other than (i)
net cash proceeds to the extent such net cash proceeds have been used to incur
Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section
4.09(b)(xi)(a), (ii) to the extent applied to fund the Transactions, (iii) by a
Restricted Subsidiary and (iv) any Excluded Contributions); plus




     (4) 100% of the aggregate amount received in cash and the fair market value,
as determined in good faith by the Issuer, of marketable securities or other
property received by the Issuer or a Restricted Subsidiary by means of:




     (A) the sale or other disposition (other than to the Issuer or a
Restricted Subsidiary) of Restricted Investments made by the Issuer or its
Restricted Subsidiaries and repurchases and redemptions of such Restricted
Investments from the Issuer or its Restricted Subsidiaries and repayments of
loans or advances, and releases of guarantees, which constitute Restricted
Investments by the Issuer or its Restricted Subsidiaries, in each case after
the Issue Date; or




     (B) the sale or other disposition (other than to the Issuer or a
Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other
than to the extent a Restricted Payment is made pursuant to Section
4.07(c)(xix) and other than to the extent the Investment in such
Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary
pursuant to Section 4.07(c)(vii) or to the extent such Investment
constituted a Permitted Investment) or a dividend or distribution from an
Unrestricted Subsidiary after the Issue Date; plus




     (5) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary after the Issue Date, the fair market value of the Investment
in such Unrestricted Subsidiary, as determined in good faith by the Issuer or if
such fair market value may exceed $25,000,000, in writing by an Independent
Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary
as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the
Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted
Subsidiary pursuant to Section 4.07(c)(vii) or to the extent such Investment
constituted a Permitted Investment.




(c) The provisions in subsections (a) and (b) above will not prohibit:



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     (i) the payment of any dividend or distribution within 60 days after the date of
declaration thereof, if at the date of declaration such payment would have complied with the
provisions of this Indenture;




     (ii) (a) the redemption, repurchase, retirement or other acquisition of any (i) Equity
Interests of the Issuer or any Restricted Subsidiary (“Treasury Capital Stock”) or
Subordinated Indebtedness of the Issuer or any Guarantor or (ii) Equity Interests of any
direct or indirect parent company of the Issuer, in the case of each of clause (i) and (ii),
in exchange for, or out of the proceeds of the substantially concurrent sale (other than to
the Issuer or a Restricted Subsidiary) of, Equity Interests of the Issuer, or any direct or
indirect parent company of the Issuer to the extent contributed to the capital of the Issuer
or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding
Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock
out of the proceeds of the substantially concurrent sale (other than to the Issuer or a
Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the
retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was
permitted under Section 4.07(c)(vi)(1) or (2), the declaration and payment of dividends on
the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were
used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct
or indirect parent company of the Issuer) in an aggregate amount per year no greater than
the aggregate amount of dividends per annum that were declarable and payable on such
Treasury Capital Stock immediately prior to such retirement;




     (iii) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for,
or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the
Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09
so long as:




     (1) the principal amount (or accreted value, if applicable) of such new
Indebtedness does not exceed the principal amount of (or accreted value, if
applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness
being so purchased, repurchased, redeemed, defeased, acquired or retired for value,
plus the amount of any premium required to be paid under the terms of the
instrument governing the Subordinated Indebtedness being so purchased, repurchased,
redeemed, defeased, acquired or retired and any tender premium and any defeasance
costs, fees and expenses incurred in connection therewith;




     (2) such new Indebtedness is subordinated to the Notes or the applicable
Guarantee at least to the same extent as such Subordinated Indebtedness so
purchased, repurchased, redeemed, defeased, acquired or retired for value;




     (3) such new Indebtedness has a final scheduled maturity date equal to or
later than the final scheduled maturity date of the Subordinated Indebtedness being
so purchased, repurchased, redeemed, defeased, acquired or retired; and




     (4) such new Indebtedness has a Weighted Average Life to Maturity equal to or
greater than the remaining Weighted Average Life to Maturity of the Subordinated
Indebtedness being so purchased, repurchased, redeemed, defeased, acquired or
retired;




     (iv) a Restricted Payment to pay for the repurchase, redemption or other acquisition or
retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or
any of its direct or indirect parent companies held by any future, present or former
employee, director or consultant of the Issuer, any of its Restricted Subsidiaries or any of
their respective direct or indirect parent companies pursuant to any management equity plan
or stock option plan or any other management or employee benefit plan or agreement,
including any Equity Interests rolled over by management of the Issuer or any of its direct
or indirect parent companies in connection with the Transactions; provided, however, that
the aggregate Restricted Payments made under this clause (iv) do not exceed in any calendar
year $15,000,000 with unused amounts in any calendar year being carried over to succeeding
calendar years subject to a maximum of



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$45,000,000 in any calendar year; provided further that such amount in any calendar
year may be increased by an amount not to exceed:





     (1) the cash proceeds from the sale of Equity Interests (other than
Disqualified Stock) of the Issuer and, to the extent contributed to the capital of
the Issuer, Equity Interests of any of the direct or indirect parent companies of
the Issuer, in each case to members of management, directors or consultants of the
Issuer, any of its Subsidiaries or any of their respective direct or indirect
parent companies that occurs after the Issue Date (other than Equity Interests the
proceeds of which are used to fund the Transactions), to the extent the cash
proceeds from the sale of such Equity Interests have not otherwise been applied to
the payment of Restricted Payments by virtue of subsection (b)(iii) above; plus




     (2) the cash proceeds of key man life insurance policies received by the
Issuer or any of its Restricted Subsidiaries after the Issue Date; less (without
duplication)




     (3) the amount of any Restricted Payments previously made with the cash
proceeds described in clauses (1) and (2) of this subsection (c)(iv);




and provided further that the Issuer may apply all or any portion of the aggregate increase
contemplated by clauses (1) and (2) above in any calendar year and that cancellation of
Indebtedness owing to the Issuer from members of management of the Issuer, any of its
Subsidiaries or its direct or indirect parent companies in connection with a repurchase of
Equity Interests of the Issuer or any of the Issuer’s direct or indirect parent companies
will not be deemed to constitute a Restricted Payment for purposes of this covenant or any
other provision of this Indenture;




     (v) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or any class or
series of Preferred Stock of a Restricted Subsidiary issued in accordance with Section 4.09
to the extent such dividends are included in the definition of “Fixed Charges”;




     (vi) (1) the declaration and payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer or any of
its Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid
pursuant to this clause (1) shall not exceed the aggregate amount of cash actually received
by the Issuer or a Restricted Subsidiary from the issuance of such Designated Preferred
Stock;


(2) a Restricted Payment to a direct or indirect parent company of the Issuer, the proceeds
of which will be used to fund the payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued
after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this
clause (2) shall not exceed the aggregate amount of cash actually contributed to the capital
of the Issuer from the sale of such Designated Preferred Stock; or



(3) the declaration and payment of dividends on Refunding Capital Stock that is Preferred
Stock (other than Disqualified Stock) in excess of the dividends declarable and payable
thereon pursuant to subsection (c)(ii);



provided, however, in the case of each of (1), (2) and (3) of this subsection (c)(vi), that
for the most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date of issuance of such Designated
Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is
Preferred Stock (other than Disqualified Stock), after giving effect to such issuance or
declaration on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a);





     (vii) Investments in Unrestricted Subsidiaries having an aggregate fair market value,
taken together with all other Investments made pursuant to this subsection (c)(vii) that are
at the time outstanding,



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without giving effect to any distribution pursuant to clause (xvi) of this subsection
or the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not
consist of cash or marketable securities, not to exceed $35,000,000 at the time of such
Investment (with the fair market value of each Investment being measured at the time made
and without giving effect to subsequent changes in value);




     (viii) repurchases of Equity Interests deemed to occur upon exercise of stock options
or warrants if such Equity Interests represent a portion of the exercise price of such
options or warrants;




     (ix) the declaration and payment of dividends on the Issuer’s common stock (or a
Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on
such entity’s common stock), following the first public Equity Offering of such common stock
after the Issue Date, of up to 6% per annum of the net cash proceeds received by (or, in the
case of a Restricted Payment to a direct or indirect parent entity, contributed to the
capital of) the Issuer in or from any such public Equity Offering;




     (x) Restricted Payments in an amount that does not in the aggregate exceed all Excluded
Contributions made since the Issue Date;




     (xi) other Restricted Payments in an aggregate amount taken together with all other
Restricted Payments made pursuant to this clause (xi) not to exceed $90,000,000 at the time
made;




     (xii) distributions or payments of Receivables Fees;




     (xiii) any Restricted Payment used to fund the Transactions and the fees and expenses
related thereto or owed to Affiliates, in each case to the extent permitted by the covenant
described in Section 4.11;




     (xiv) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness pursuant to the provisions similar to those described under
Sections 4.10 and 4.14; provided that all Notes tendered by Holders in connection with a
Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed
or acquired for value;




     (xv) the declaration and payment of dividends or the payment of other distributions by
the Issuer or a Restricted Subsidiary to, or the making of loans or advances to, any of
their respective direct or indirect parents in amounts required for any direct or indirect
parent companies to pay, in each case without duplication:




     (1) any fees, taxes (other than taxes imposed on or measured by income, or
withholding taxes) and expenses required to maintain their corporate existence;




     (2) consolidated, combined or similar federal, foreign, state and local income
or franchise taxes; provided that the amount of such payments shall not exceed the
tax liability that the Issuer and its Subsidiaries would have incurred were such
taxes determined as if such entity(ies) were a stand-alone taxpayer or a
stand-alone group; and provided that Restricted Payments under this clause in
respect of any taxes attributable to the income of any Unrestricted Subsidiaries of
the Issuer may be made only to the extent that such Unrestricted Subsidiaries have
made cash payments for such purpose to the Issuer or its Restricted Subsidiaries;




     (3) customary salary, bonus, severance, indemnification obligations and other
benefits payable to directors, officers and employees of any direct or indirect
parent company of the Issuer and any payroll, social security or similar taxes
thereof to the extent such salaries, bonuses, severance, indemnification
obligations and other benefits are attributable to the ownership or operation of
the Issuer and its Restricted Subsidiaries;




     (4) general corporate operating and overhead costs and expenses of any direct
or indirect parent company of the Issuer to the extent such costs and expenses are
attributable to the ownership or operation of the Issuer and its Restricted
Subsidiaries;



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     (5) amounts payable to the Investors pursuant to the Financial Advisory
Agreement as in effect on the Issue Date;




     (6) fees and expenses other than to Affiliates of the Issuer related to (i)
any equity or debt offering of such parent entity (whether or not successful), (ii)
any Investment otherwise permitted under this covenant (whether or not successful)
and (iii) any transaction of the type described under and not prohibited by Section
5.01;




     (7) cash payments in lieu of issuing fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable
for Equity Interests of the Issuer or any direct or indirect parent;




     (8) reasonable and customary fees payable to any directors of any direct or
indirect parent of the Issuer and reimbursement of reasonable out-of-pocket costs
of the directors of any direct or indirect parent of the Issuer in the ordinary
course of business, to the extent reasonably attributable to the ownership or
operation of the Issuer and its Restricted Subsidiaries; and




     (9) any incremental state or local income tax (net of any federal income tax
benefits, as determined in good faith by the Issuer) payable by the Issuer’s direct
or indirect parent companies as a result of any permitted distributions to such
parent companies described in paragraph (iv) or (xiii) above (but subject to all
provisos therein) or clauses (1) through (8) of this paragraph (xv) or this clause
(9);




     (xvi) the distribution, by dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries
(other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash
Equivalents or assets that were contributed to such Unrestricted Subsidiary for the purpose
of such distribution, dividend or other payment); provided, however, that at the time of,
and after giving effect to, any Restricted Payment permitted under this subsection (c)(xvi),
no Default shall have occurred and be continuing or would occur as a consequence thereof;




     (xvii) payments or distributions to dissenting stockholders pursuant to applicable law
in an amount not to exceed $10.0 million, pursuant to or in connection with a consolidation,
merger or transfer of all or substantially all of the assets of the Issuer and its
Restricted Subsidiaries, taken as a whole, that complies with Section 5.01; provided that as
a result of such consolidation, merger or transfer of assets, the Issuer shall have made a
Change of Control Offer and that all Notes tendered by Holders in connection with such
Change of Control Offer have been repurchased, redeemed or acquired for value;




     (xviii) payments of cash, or dividends, distributions, advances or other Restricted
Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of
the issuance of fractional shares upon the exercise of options or warrants or upon the
conversion or exchange of Capital Stock of the Issuer or any such Restricted Subsidiary; and




     (xix) Restricted Payments in an amount not to exceed $35.0 million with the proceeds of
any sale, conveyance or disposition of the Issue Date Unrestricted Subsidiaries.



          (d) As of the Issue Date, all of the Subsidiaries (except for the Issue Date Unrestricted
Subsidiaries) of the Issuer will be Restricted Subsidiaries. The Issuer will not permit any
Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of
the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary
as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted
Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be
Restricted Payments in an amount determined as set forth in the last sentence of the definition of
“Investments.” Such designation will be permitted only if a Restricted Payment in such amount would
be permitted at such time, whether pursuant to Sections 4.07(a) or (b) or under Sections
4.07(c)(vii), (x) or (xi), or pursuant to the definition of “Permitted Investments,” and if such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries
will not be subject to any of the restrictive covenants set forth in this Indenture.







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          Section 4.08. Restrictions on Distributions from Restricted
Subsidiaries




          The Issuer will not, and will not permit any of its Restricted Subsidiaries that are not
Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or consensual restriction on the ability of any such
Restricted Subsidiary to:





     (a) (x) pay dividends or make any other distributions to the Issuer or any of its
Restricted Subsidiaries on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the
Issuer or any of its Restricted Subsidiaries;




     (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or




     (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its
Restricted Subsidiaries;




     (d) except, however, in the case of subsections (a), (b) and (c), for such encumbrances
or restrictions existing under or by reason of:




     (i) contractual encumbrances or restrictions pursuant to the Senior Credit
Facilities and related Hedging Obligations or any documentation related to the Notes
and, in each case, the related documentation and contractual encumbrances or
restrictions in effect on the Issue Date;




     (ii) this Indenture, the Notes and the related Guarantees (and the Exchange
Notes and the Guarantees thereof);




     (iii) Capitalized Lease Obligations and Purchase Money Obligations for property
acquired in the ordinary course of business;




     (iv) applicable law or any applicable rule, regulation or order;




     (v) any agreement or other instrument of a Person acquired by, or merged or
consolidated with or into, the Issuer or any of its Restricted Subsidiaries, or
which is assumed by the Issuer or any Restricted Subsidiary in connection with an
acquisition of assets from such Person, in existence at the time of such
acquisition, merger or consolidation (but not created in contemplation thereof),
which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person and its Subsidiaries, or the property
or assets of the Person and its Subsidiaries, so acquired; provided that for
purposes of this subsection (d)(v), if a Person other than the Issuer is the
Successor Company with respect thereto, any Subsidiary thereof or agreement or
instrument of such Person or any such Subsidiary shall be deemed acquired or
assumed, as the case may be, by the Issuer or a Restricted Subsidiary, as the case
may be, when such Person becomes such Successor Company;




     (vi) contracts for the sale of assets, including customary restrictions with
respect to a Subsidiary of (i) the Issuer or (ii) a Restricted Subsidiary, pursuant
to an agreement that has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Subsidiary that impose
restrictions on the assets to be sold;




     (vii) Secured Indebtedness otherwise permitted to be incurred pursuant to the
covenants described in Section 4.09 and Section 4.12 that limit the right of the
debtor to dispose of the assets securing such Indebtedness;




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








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     (ix) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign
Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the
provisions of the covenant described in Section 4.09;




     (x) customary provisions in joint venture agreements, asset sale agreements,
sale-leaseback agreements, stock sale agreements and other similar agreements
entered into in the ordinary course of business;




     (xi) customary provisions (including non-assignment provisions) contained in
leases, subleases, licenses (including intellectual property licenses), asset sale
agreements and other agreements, in each case, entered into in the ordinary course
of business;




     (xii) restrictions on cash or other deposits or net worth imposed by regulatory
authorities (including with respect to tax obligations and value-added taxes), in
connection with deductions made for tax, pension, national insurance and other
similar purposes or for the benefit of customers under contracts entered into in the
ordinary course of business;




     (xiii) restrictions and conditions created in connection with any Receivables
Facility that, in the good faith determination of the Issuer, are necessary or
advisable to effect such Receivables Facility;




     (xiv) any encumbrance or restriction arising pursuant to an agreement or
instrument relating to any Indebtedness permitted to be incurred pursuant to the
covenants described in Section 4.09 (A) if the encumbrances and restrictions
contained in any such agreement or instrument taken as a whole are not materially
less favorable to the holders of the Notes than the encumbrances and restrictions
contained in the Senior Credit Facilities or this Indenture as of the Issue Date (in
each case, as determined in good faith by the Issuer) or (B) any such encumbrance or
restriction contained in such Indebtedness does not prohibit (except upon a default
or an event of default thereunder) the payment of dividends in an amount sufficient,
as determined by the Board of Directors of the Issuer in good faith, to make
scheduled payments of cash interest on the Notes when due; or




     (xv) any encumbrances or restrictions of the type referred to in subsections
(a), (b) and (c) above imposed by any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of the
contracts, instruments or obligations referred to in subsections (d)(i) through
(xiv) above; provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are, in the good
faith judgment of the Issuer, no more materially restrictive with respect to such
encumbrance and other restrictions taken as a whole than those prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing.




     (e) For purposes of determining compliance with this Section 4.08, (1) the priority of
any Preferred Stock in receiving dividends or liquidating distributions prior to dividends
or liquidating distributions being paid on common shares shall not be deemed a restriction
on the ability to make distributions on Capital Stock and (2) the subordination of (or
remedy bars in respect of) loans or advances made to the Issuer or a Restricted Subsidiary
to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be
deemed a restriction on the ability to make loans or advances.



          Section 4.09. Incurrence of Additional Indebtedness and Issuance of
Disqualified Stock and Preferred Stock




          (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with
respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any
shares of Disqualified Stock and the Issuer will not permit any






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Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided,
however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares
of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired
Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed
Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries for
the most recently ended four fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or Preferred Stock is issued would have been at least 2.0 to 1.0, determined on
a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been
issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning
of such four quarter period; provided, further, that Restricted Subsidiaries of the Issuer that are
not Guarantors may not incur Indebtedness or issue any shares of Disqualified Stock or Preferred
Stock if, after giving pro forma effect to such incurrence or issuance (including pro forma
application of the net proceeds therefrom), more than an aggregate of $60.0 million of
Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not
Guarantors would be outstanding at such time.




          (b) Notwithstanding the foregoing subsection (a), the Issuer and its Restricted Subsidiaries
may incur the following Indebtedness:





     (i) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its
Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’
acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have
a principal amount equal to the face amount thereof), up to an aggregate principal amount
outstanding at any one time of $1,225.0 million (and guarantees by the Issuer or any of its
Restricted Subsidiaries of the foregoing), plus in each case in the event of any refinancing
of any such Indebtedness, the aggregate amount of fees, including discounts, premiums and
other costs and expenses incurred in connection with such refinancing;




     (ii) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the
Notes and any Guarantee thereof (including the Exchange Notes to be issued pursuant to the
Registration Rights Agreement and any Guarantee thereof, but excluding any Additional Notes
and any Guarantee thereof);




     (iii) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the
Issue Date (other than Indebtedness described in clauses (i) and (ii));




     (iv) Indebtedness (including Capitalized Lease Obligations and Purchase Money
Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its
Restricted Subsidiaries, to finance the purchase, lease, construction, repair, replacement
or improvement of property (real or personal) or equipment that is used or useful in a
Similar Business, whether through the direct purchase of assets or the Capital Stock of any
Person owning such assets in an aggregate principal amount, together with any Refinancing
Indebtedness in respect thereof and all other Indebtedness, Disqualified Stock and/or
Preferred Stock incurred and outstanding under this clause (iv), not to exceed the greater
of $45.0 million and 22.5% of EBITDA for the most recently ended four fiscal quarter period
for which internal financial statements are available at any time outstanding, including any
refinancing pursuant to clause (xii)(1) below; so long as such Indebtedness exists at the
date of such purchase, lease, construction, repair, replacement or improvement, or is
created within 270 days thereafter;




     (v) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting
reimbursement obligations with respect to bankers’ acceptances and letters of credit issued
in the ordinary course of business, including letters of credit in respect of workers’
compensation claims, health, disability or other employee benefits, or property, casualty or
liability insurance, self-insurance or other Indebtedness with respect to reimbursement type
obligations regarding workers’ compensation claims, or letters of credit in the nature of
security deposit (or similar deposit or security) given to a lessor under an operating lease
of real property under which such Person is lessee; provided, however, that upon the drawing
of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness,
such obligations are reimbursed within 30 days following such drawing or incurrence;



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     (vi) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary
providing for indemnification, adjustment of purchase price, earnouts or similar
obligations, in each case, incurred or assumed in connection with the Transactions, any
Investment, or any acquisition or disposition of any business, assets or a Subsidiary, other
than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition; provided,
however, that such Indebtedness either (x) does not exceed, at any time outstanding, and
together with any other outstanding Indebtedness incurred pursuant to this clause (vi),
$15.0 million or (y) is not reflected on the balance sheet of the Issuer or any Restricted
Subsidiary (contingent obligations referred to in a footnote to financial statements and not
otherwise reflected on the balance sheet will not be deemed to be reflected on such balance
sheet for purposes of this clause (vi));




     (vii) Indebtedness of the Issuer or a Restricted Subsidiary to the Issuer or a
Restricted Subsidiary; provided that any such Indebtedness owing by the Issuer or a
Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in
right of payment to the Notes or the Guarantee of the Notes, as the case may be; provided
further that any subsequent issuance or transfer of any Capital Stock or any other event
which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
other subsequent transfer of any such Indebtedness (except to the Issuer or another
Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien)
shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by
this clause (vii);




     (viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or
another Restricted Subsidiary, provided that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to
be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock (except to the Issuer or a Restricted Subsidiary or any pledge of such Preferred Stock
constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares
of Preferred Stock not permitted by this clause (viii);




     (ix) Hedging Obligations (excluding Hedging Obligations entered into for speculative
purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness
permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing
risk;




     (x) obligations in respect of customs, stay, performance, bid, appeal and surety bonds
and other similar types of bonds and performance and completion guarantees and other
obligations of a like nature provided by the Issuer or any of its Restricted Subsidiaries in
the ordinary course of business;




     (xi) (a) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any
Restricted Subsidiary in an aggregate principal amount or liquidation preference equal to
100.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries since
immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or
cash contributed to the capital of the Issuer (in each case, other than Equity Interests the
proceeds of which are used to fund the Transactions and proceeds of Disqualified Stock or
sales of Equity Interests to, or contributions received from, the Issuer or any of its
Subsidiaries) as determined in accordance with subsections 4.07(b)(iii)(2) and (3) to the
extent such net cash proceeds or cash have not been applied pursuant to such clauses to make
Restricted Payments or to make other Investments, payments or exchanges pursuant to Section
4.07(c) or to make Permitted Investments (other than Permitted Investments specified in
clauses (1) and (3) of the definition thereof) and (b) Indebtedness, Disqualified Stock or
Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder
in an aggregate principal amount or liquidation preference, which when aggregated with the
principal amount and liquidation preference of all other Indebtedness, Disqualified Stock
and Preferred Stock then outstanding and incurred pursuant to this subsection (xi)(b), does
not at any one time outstanding exceed $100,000,000 (it being understood that any
Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this subsection
(xi)(b) shall cease to be deemed incurred or outstanding for purposes of this subsection
(xi)(b) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the
first date on which the Issuer or such Restricted Subsidiary could have incurred such
Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) without reliance
on this subsection (xi)(b));



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     (xii) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness,
Disqualified Stock or Preferred Stock which serves to refund, refinance, replace, renew,
extend or defease:




     (1) any Indebtedness, Disqualified Stock or Preferred Stock incurred as
permitted under Section 4.09(a) and Sections 4.09(b)(ii), (iii), (iv) and (xi)(a)
and (xiii) and (xviii); or




     (2) any Indebtedness, Disqualified Stock or Preferred Stock issued to so
refund, refinance, replace, renew, extend or defease the Indebtedness, Disqualified
Stock or Preferred Stock described in Section 4.09(b)(xii)(1);


including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock
incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses
in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its
respective maturity; provided, however, that such Refinancing Indebtedness:





     (3) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred which is not less than the remaining Weighted Average Life
to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being
refunded, refinanced, replaced, renewed, extended or defeased;




     (4) to the extent such Refinancing Indebtedness refinances (i) Indebtedness
subordinated to or pari passu with the Notes or any Guarantee thereof, such
Refinancing Indebtedness is subordinated to or pari passu with the Notes or the
Guarantee thereof at least to the same extent as the Indebtedness being refinanced
or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing
Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and




     (5) shall not include:




     (A) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted
Subsidiary that is not a Guarantor that refinances Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer;




     (B) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted
Subsidiary that is not a Guarantor that refinances Indebtedness,
Disqualified Stock or Preferred Stock of a Guarantor; or




     (C) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer
or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock
or Preferred Stock of an Unrestricted Subsidiary;


and provided further that subclause (3) of this clause (xii) will not apply to any
refunding, refinancing, replacing, renewing, extending or defeasing of Indebtedness under a
Credit Facility;





     (xiii) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a
Restricted Subsidiary incurred to finance an acquisition, merger, consolidation or
amalgamation or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or
merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this
Indenture; provided that after giving effect to such acquisition, merger, consolidation or
amalgamation:




     (1) the Issuer would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.09(a); or




     (2) the Fixed Charge Coverage Ratio of the Issuer would be greater than
immediately prior to such acquisition or merger, consolidation or amalgamation.



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




     (xv) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a
letter of credit issued pursuant to the Credit Facilities, in a principal amount not in
excess of the stated amount of such letter of credit;




     (xvi) (i) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or
other obligations of any Restricted Subsidiary so long as the incurrence of such
Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this
Indenture; or




     (ii) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided
that such Restricted Subsidiary shall comply with Section 4.15;




     (xvii) Indebtedness of Foreign Subsidiaries of the Issuer in an amount not to exceed at
any one time outstanding and together with any other Indebtedness incurred under this clause
(xvii) $50,000,000 (it being understood that any Indebtedness incurred pursuant to this
clause (xvii) shall cease to be deemed incurred or outstanding for purposes of this clause
(xvii) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the
first date on which such Foreign Subsidiary could have incurred such Indebtedness under the
Fixed Charge Coverage Ratio test set forth in Section 4.09(a) without reliance on this
clause (xvii));




     (xviii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a
Restricted Subsidiary incurred to finance or assumed in connection with an acquisition
(together with any Indebtedness under clause (xii) above that refinances Indebtedness
incurred under this clause (xviii) or refinances such Refinancing Indebtedness) in a
principal amount not to exceed $90,000,000 in the aggregate at any one time outstanding
together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under
this clause (xviii) (it being understood that any Indebtedness, Disqualified Stock or
Preferred Stock incurred pursuant to this clause (xviii) shall cease to be deemed incurred
or outstanding for purposes of this clause (xviii) but shall be deemed incurred for the
purposes of Section 4.09(a) from and after the first date on which such Restricted
Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock
under Section 4.09(a) without reliance on this clause (xviii));




     (xix) Indebtedness consisting of Indebtedness issued by the Issuer or any of its
Restricted Subsidiaries to future, current or former officers, directors, employees and
consultants thereof or any direct or indirect parent thereof, their respective estates,
heirs, family members, spouses or former spouses, in each case to finance the purchase or
redemption of Equity Interests of the Issuer, a Restricted Subsidiary or any of their
respective direct or indirect parent companies to the extent described in Section
4.07(c)(iv);




     (xx) Cash Management Obligations and Indebtedness in respect of netting services,
overdraft facilities, employee credit card programs, Cash Pooling Arrangements or similar
arrangements in connection with cash management and deposit accounts;




     (xxi) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (i) the
financing of insurance premiums or (ii) take-or-pay obligations contained in supply
arrangements, in each case, in the ordinary course of business;




     (xxii) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’
acceptances, discounted bills of exchange or the discounting or factoring of receivables for
credit management purposes, in each case incurred or undertaken in the ordinary course of
business on arm’s length commercial terms on a recourse basis;




     (xxiii) Indebtedness representing deferred compensation or other similar arrangements
to directors and employees of the Issuer, any direct or indirect parent company of the
Issuer or any Restricted



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Subsidiary incurred in the ordinary course of business or in connection with the
Transactions (including as a result of the cancellation or vesting of outstanding options
and other equity-based awards in connection therewith), an acquisition or any other
Permitted Investment; and




     (xxiv) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness
of, joint ventures of the Issuer or any Restricted Subsidiary not to exceed, at any one time
outstanding, $25.0 million.




     (c) For purposes of determining compliance with this covenant:




     (i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock
(or any portion thereof) meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or Preferred Stock described in Sections 4.09(b)(i) through
4.09(b)(xxiv) above or is entitled to be incurred pursuant to Section 4.09(a), the Issuer,
in its sole discretion, may classify or reclassify, or later divide, classify or reclassify
such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof)
and will only be required to include the amount and type of such Indebtedness, Disqualified
Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness
outstanding under the Senior Credit Facilities on the Issue Date will be treated as incurred
on the Issue Date under Section 4.09(b)(i) and may not later be reclassified;




     (ii) at the time of incurrence or reclassification, the Issuer will be entitled to
divide and classify an item of Indebtedness in more than one of the types of Indebtedness
described in the first and second clause above and shall be entitled to treat a portion of
such Indebtedness as having been incurred under the first clause above and thereafter the
remainder of such Indebtedness having been incurred under the second clause above; and




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



          (d) Accrual of interest or dividend, the accretion of accreted value, the accretion of
original issue discount or liquidation preference or the amortization of original discount and
increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the
exchange rate of currencies and the payment of interest or dividends in the form of additional
Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed in each case
to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this
covenant. Guarantees of, or obligations in respect of undrawn letters of credit relating to,
Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness
shall not be included in the determination of such amount of Indebtedness; provided that the
incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may
be, was in compliance with this covenant.




          (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the
incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case
of revolving credit debt; provided that if such Indebtedness is incurred to refinance other
Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable
U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed the principal amount of such Indebtedness being refinanced.




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







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          (g) The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur
any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of
payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such
Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s
Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other
Indebtedness of the Issuer or such Guarantor, as the case may be. For purposes of this Indenture
(i) unsecured Indebtedness will not be treated as subordinated or junior to Secured Indebtedness
merely because it is unsecured or (ii) Senior Indebtedness will not be treated as subordinated or
junior to any other Senior Indebtedness merely because it has a junior priority with respect to the
same collateral.




          Section 4.10. Asset Sales




          (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to consummate,
directly or indirectly, an Asset Sale, unless:





     (i) the Issuer or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market value (as
determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and




     (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the
form of cash or Cash Equivalents; provided that the amount of:




     (1) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s
most recent balance sheet or in the footnotes thereto or if incurred or accrued
subsequent to the date of such balance sheet, such liabilities that would have been
shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the
footnotes thereto) of the Issuer or such Restricted Subsidiary, other than
liabilities that are by their terms subordinated to the Notes, that are assumed by
the transferee of any such assets and for which the Issuer and all of its
Restricted Subsidiaries have been validly released by all creditors in writing,




     (2) any securities received by the Issuer or such Restricted Subsidiary from
such transferee that are converted by the Issuer or such Restricted Subsidiary into
cash (to the extent of the cash received) within 180 days following the closing of
such Asset Sale, and




     (3) any Designated Non-cash Consideration received by the Issuer or such
Restricted Subsidiary in such Asset Sale having an aggregate fair market value,
taken together with all other Designated Non-cash Consideration received pursuant
to this subsection (3) that is at that time outstanding, not to exceed 5.0% of
Total Assets at the time of the receipt of such Designated Non-cash Consideration,
with the fair market value of each item of Designated Non-cash Consideration being
measured at the time received and without giving effect to subsequent changes in
value,




shall be deemed to be cash for purposes of this provision and for no other purpose.



          (b) Within 12 months after the receipt of any Net Proceeds of any Asset Sale, the Issuer or
such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,





     (i) to permanently reduce:




     (1) Obligations under Senior Indebtedness that is secured by a Lien, which
Lien is permitted by this Indenture, and to correspondingly reduce commitments with
respect thereto;




     (2) Obligations under (i) Notes or (ii) any other Senior Indebtedness of the
Issuer or a Guarantor (and to correspondingly reduce commitments with respect
thereto); provided that if any such Senior Indebtedness other than the Notes are
reduced with the Net Proceeds of any



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Asset Sale, the Issuer shall equally and ratably reduce Obligations under the
Notes as provided under Section 3.07, through open-market purchases (to the extent
such purchases are at or above 100% of the principal amount thereof) or by making
an offer (in accordance with the procedures set forth below for an Asset Sale
Offer) to all Holders to purchase their Notes at 100% of the principal amount
thereof, plus accrued but unpaid interest and Additional Interest, if any; or




     (3) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other
than Indebtedness owed to the Issuer or another Restricted Subsidiary; or




     (ii) to (A) make an Investment in any one or more businesses, provided that if such
Investment in any business is in the form of the acquisition of Capital Stock, such business
constitutes a Restricted Subsidiary or such acquisition results in the Issuer or Restricted
Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such
that it constitutes a Restricted Subsidiary, (B) to acquire properties (other than current
assets), (C) make capital expenditures or (D) acquire other assets that, in the case of each
of subclauses (A), (B), (C) and this subclause (D) are either (x) used or useful in a
Similar Business or (y) replace the businesses, properties and/or assets that are the
subject of such Asset Sale;


provided that, in the case of subsection (b)(ii) above, a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or
such other Restricted Subsidiary enters into such commitment with the good faith expectation that
such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an
“Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or
terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer
or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”)
within 180 days of such cancellation or termination; provided further that if any Second Commitment
is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net
Proceeds shall constitute Excess Proceeds.




          (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and
within the time period set forth in the first sentence of the preceding paragraph will be deemed to
constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25,000,000,
the Issuer shall make an offer to all Holders and, if required by the terms of any Indebtedness
that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu
Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the
Notes and such Pari Passu Indebtedness that is a minimum of $2,000 or an integral multiple of
$1,000, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed
for the closing of such offer, in accordance with the procedures set forth in this Indenture. The
Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days
after the date that Excess Proceeds exceed $25,000,000 by mailing the notice required pursuant to
the terms of this Indenture, with a copy to the Trustee.




          (d) To the extent that the aggregate principal amount of Notes and such Pari Passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer
may use any remaining Excess Proceeds for general corporate purposes, subject to the other
covenants contained in the Indenture. If the aggregate principal amount of Notes and the Pari
Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness will
select such other Pari Passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of the Notes and such Pari Passu Indebtedness tendered (subject to adjustment so
that no Notes or Pari Passu Indebtedness in an unauthorized denomination is purchased in part).
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.




          (e) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the
holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness
outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner
not prohibited by this Indenture.







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          The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws or regulations are
applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture, the Issuer will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.




          Section 4.11. Affiliate
Transactions




          (a) The Issuer will not, and will 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 or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of
the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or
consideration in excess of $5,000,000, unless:





     (i) such Affiliate Transaction is on terms that are not materially less favorable to
the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated
Person; and




     (ii) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate payments or consideration in
excess of $10,000,000, a Board Resolution adopted by the majority of the Board of Directors
of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with clause (i) above.




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




     (i) transactions between or among the Issuer or any of its Restricted Subsidiaries (or
an entity that becomes a Restricted Subsidiary as a result of such transaction) or between
or among Restricted Subsidiaries;




     (ii) Restricted Payments permitted by the provisions of this Indenture described above
under Section 4.07 and Permitted Investments;




     (iii) the payment of management, consulting, monitoring, transaction, advisory and
termination fees and related expenses and indemnities, directly or indirectly, to the
Investors pursuant to the Financial Advisory Agreement or any other document referred to
under the heading “Transaction Documents” (plus any unpaid management, consulting,
monitoring, transaction, advisory and termination fees and related expenses and indemnities
accrued in any prior year), in each case as in effect on the Issue Date, or any amendment
thereto (so long as any such amendment is not disadvantageous in the good faith judgment of
the Board of Directors of the Issuer to the Holders when taken as a whole as compared to the
Financial Advisory Agreement or any other document referred to under the heading
“Transaction Documents”, in each case, as in the effect on the Issue Date);




     (iv) the payment of reasonable and customary fees paid to, and indemnities provided on
behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or
indirect parent companies or any of its Restricted Subsidiaries;




     (v) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case
may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that
such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point
of view or stating that the terms are not materially less favorable to the Issuer or the
relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Issuer or such Restricted Subsidiary with an unrelated Person;



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     (vi) any agreement as in effect as of the Issue Date (other than the Financial Advisory
Agreement), or any amendment thereto (so long as any such amendment is not disadvantageous
to the Holders when taken as a whole as compared to the applicable agreement as in effect on
the Issue Date);




     (vii) the existence of, or the performance by the Issuer or any of its Restricted
Subsidiaries of its obligations under the terms of, any stockholders agreement, principal
investors agreement (including any registration rights agreement or purchase agreement
related thereto) to which it was a party as of the Issue Date and any similar agreements
which it may enter into thereafter; provided, however, that the existence of, or the
performance by the Issuer or any of its Restricted Subsidiaries of obligations under any
future amendment to any such existing agreement or under any similar agreement entered into
after the Issue Date shall only be permitted by this subsection (b)(vii) to the extent that
the terms of any such amendment or new agreement are not otherwise disadvantageous to the
Holders when taken as a whole;




     (viii) the Transactions and the payment of all fees and expenses related to the
Transactions, in each case as disclosed in the Offering Memorandum;




     (ix) transactions with customers, clients, suppliers, or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture which are fair to the Issuer and its Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the
senior management thereof, or are on terms at least as favorable as might reasonably have
been obtained at such time from an unaffiliated party;




     (x) the issuance of Equity Interests (other than Disqualified Stock) by the Issuer or a
Restricted Subsidiary to any Person;




     (xi) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility;




     (xii) payments by the Issuer or any of its Restricted Subsidiaries to any of the
Investors made for any financial advisory, financing, underwriting or placement services or
in respect of other investment banking activities, including, without limitation, in
connection with acquisitions or divestitures which payments are approved by a majority of
the Board of Directors of the Issuer in good faith;




     (xiii) payments, loans (or cancellation of loans) or advances to directors, employees
or consultants of the Issuer, any of its direct or indirect parent companies or any of its
Restricted Subsidiaries and employment agreements, severance arrangements, stock option
plans and other similar arrangements with such employees or consultants which, in each case,
are approved by a majority of the Board of Directors of the Issuer in good faith;




     (xiv) investments by the Investors in debt securities of the Issuer or any of its
Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by the
Investors in connection therewith);




     (xv) the issuances of securities or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, stock
option and stock ownership plans or similar employee benefit plans approved by the Board of
Directors of the Issuer or any direct or indirect parent company of the Issuer or a
Restricted Subsidiary of the Issuer, as appropriate, in good faith;




     (xvi) any contribution to the capital of the Issuer;




     (xvii) transactions between the Issuer or any Restricted Subsidiary and any Person, a
director of which is also a director of the Issuer or any direct or indirect parent company
of the Issuer and such director is the sole cause for such Person to be deemed an Affiliate
of the Issuer or any Restricted Subsidiary; provided, however, that such director abstains
from voting as director of the Issuer or such direct or indirect parent company, as the case
may be, on any matter involving such other Person;



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(xviii) pledges of Equity Interests of Unrestricted Subsidiaries;




     (xix) transactions with joint ventures or Unrestricted Subsidiaries entered into in the
ordinary course of business which are fair to the Issuer and its Restricted Subsidiaries, in
the reasonable determination of the Board of Directors of the Issuer or the senior
management thereof, or are on terms at least as favorable as might reasonably have been
obtained at such time from an unaffiliated party; and




     (xx) the formation and maintenance of any consolidated or combined group or subgroup
for tax, accounting or cash pooling or management purposes in the ordinary course of
business.



          Section 4.12. Liens




          (a) The Issuer will not, and will not permit any Guarantor to, directly or indirectly, create,
incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under
any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Guarantor,
or any income or profits therefrom, or assign or convey any right to receive income therefrom,
unless:





     (i) in the case of Liens securing Subordinated Indebtedness, the Notes and related
Guarantees are secured by a Lien on such property, assets or proceeds that is senior in
priority to such Liens until such time as such obligations are no longer secured by a Lien;
or




     (ii) in all other cases, the Notes or the related Guarantees are equally and ratably
secured until such time as such obligations are no longer secured by a Lien.



          (b) Any Lien created for the benefit of the Holders pursuant to Section 4.12(a) shall provide
by its terms that such Lien shall automatically and unconditionally be released and discharged upon
the release and discharge of the initial Lien that gave rise to the obligation to secure the Notes.




          Section 4.13. Corporate Existence




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




          Section 4.14. Repurchase at the Option of Holders Upon a Change of
Control




          (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a
redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof,
the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below
(the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest,
if any, to the date of purchase, subject to the right of Holders of the Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days
following any Change of Control, the Issuer shall send notice of such Change of Control Offer by
first-class mail (or otherwise deliver in accordance with applicable DTC procedures), with a copy
to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note
Register or otherwise in accordance with Applicable Procedures, with the following information:




          (i) that a Change of Control Offer is being made pursuant to this Section 4.14 and that
all Notes properly tendered pursuant to such Change of Control Offer will be accepted for
payment by the Issuer;







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     (ii) the purchase price and the purchase date, which will be no earlier than 30 days
nor later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”);




     (iii) that any Note not properly tendered will remain outstanding and continue to
accrue interest;




     (iv) that unless the Issuer defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest on the Change of Control Payment Date;




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




     (vi) that Holders will be entitled to withdraw their tendered Notes and their election
to require the Issuer to purchase such Notes, provided that the paying agent receives, not
later than the close of business on the fifth Business Day preceding the Change of Control
Payment Date, a facsimile transmission or letter setting forth the name of the Holder of the
Notes, the principal amount of such Notes tendered for purchase, and a statement that such
Holder is withdrawing its tendered Notes and its election to have such Notes purchased;




     (vii) that the Holders whose Notes are being repurchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.
The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral
multiple of $1,000 in principal amount;




     (viii) the other instructions, as determined by the Issuer, consistent with the
covenant described hereunder, that a Holder must follow; and




     (ix) if such notice is sent prior to the occurrence of a Change of Control, stating
that the Change of Control Offer is conditional upon the occurrence of such Change of
Control.



          The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner
herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice
but it is defective, such Holder’s failure to receive such notice or such defect shall not affect
the validity of the proceedings for the purchase of the Notes as to all other Holders that properly
received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent such
laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change
of Control Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Indenture, the Issuer will comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations described in this
Indenture by virtue thereof.




          (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,





     (i) accept for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer,




     (ii) deposit with the Paying Agent an amount equal to the aggregate 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 for cancellation the Notes so
accepted together with an Officer’s Certificate to the Trustee stating that such Notes or
portions thereof have been tendered to and purchased by the Issuer.








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          (c) The Issuer shall not be required to make a Change of Control Offer following 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 Issuer and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control
Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a
definitive agreement is in place for the Change of Control at the time of making of the Change of
Control Offer.




          (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this
Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and
references therein to “redeem,” “redemption” and similar words shall be deemed to refer to
“purchase,” “repurchase” and similar words, as applicable.




          Section 4.15. Guarantees
of Indebtedness by Restricted Subsidiaries




          The Issuer will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of the
Issuer (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other
capital markets debt securities of the Issuer or a Guarantor), other than a Guarantor or a Foreign
Subsidiary or a special purpose Restricted Subsidiary formed in connection with a Receivables
Facility, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless
such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this
Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a
guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express
terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such
guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in
right of payment to such Guarantee substantially to the same extent as such Indebtedness is
subordinated to the Notes or such Guarantor’s Guarantee; provided that this covenant shall not be
applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person
became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary. Guarantees by Subsidiaries will be subject to
release and discharge under certain circumstances prior to the payment in full of the Notes.




ARTICLE V




SUCCESSORS



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




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





     (i) the Issuer is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than the Issuer) or the Person to whom such sale,
assignment, transfer, lease, conveyance or other disposition will have been made is
organized or existing under the laws of the United States, any state thereof, the District
of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being
herein called the “Successor Company”);




     (ii) the Successor Company, if other than the Issuer, expressly assumes all the
obligations of the Issuer under the Notes and the Registration Rights Agreement pursuant to
a supplemental indenture or other documents or instruments;




     (iii) immediately after such transaction, no Default shall have occurred and be
continuing;








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




     (1) the Successor Company would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 4.09(a); or




     (2) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and
its Restricted Subsidiaries would be equal to or greater than such Fixed Charge
Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to
such transaction;




     (v) each Guarantor, unless it is the other party to the transactions described above,
in which case Section 5.01(c)(i)(2) shall apply, shall have by supplemental indenture
confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture,
the Notes and the Registration Rights Agreement; and




     (vi) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indentures, if any, comply with this Indenture.



          (b) The Successor Company, if other than the Issuer, will succeed to, and be substituted for,
the Issuer under this Indenture, the Notes and the Registration Rights Agreement and in such event
the Issuer will automatically be released and discharged from its obligations under this Indenture
and the Notes. Notwithstanding the foregoing, the provisions set forth in this Section 5.01 shall
not apply to the Transactions (including the Merger). Notwithstanding the foregoing subsections
(a)(iii) and (a)(iv), (1) the Issuer or a Restricted Subsidiary may consolidate with or merge into
or transfer all or part of its properties and assets to the Issuer or a Guarantor; and (2) the
Issuer may merge with an Affiliate of the Issuer solely for the purpose of reorganizing the Issuer
in a State of the United States or any territory thereof or the District of Columbia so long as the
amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.




          (c) Subject to certain limitations described in this Indenture governing release of a
Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor will, and the Issuer
will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not
the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless, either:





     (i) (1) such Guarantor is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have been made is
organized or existing under the laws of the jurisdiction of organization of such Guarantor,
as the case may be, or the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being
herein called the “Successor Person”);




          (2) the Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee
pursuant to supplemental indentures or other documents or instruments;




          (3) immediately after such transaction, no Default shall have occurred and be
continuing; and




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




     (ii) the transaction does not violate Section 4.10.



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          (d) In the case of subsection (c)(i) above, the Successor Person, if other than the Guarantor,
will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s
Guarantee and in such event the Guarantor will automatically be released and discharged from its
obligations under this Indenture and the Guarantee. Notwithstanding the foregoing, any Guarantor
may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the
Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or
reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any
territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited
liability corporation or trust organized or existing under the laws of the jurisdiction or
organization of such Guarantor, in each case without regard to the requirements set forth in
Section 5.01(c).



          Section 5.02. Successor Corporation Substituted



          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Issuer or a Guarantor in
accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into
or with which the Issuer or such Guarantor, as applicable, is merged or to which such sale,
assignment, transfer, lease, 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, lease,
conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such
Guarantor, as applicable, shall refer instead to the successor corporation and not to the Issuer or
such Guarantor, as applicable), and may exercise every right and power of the Issuer or such
Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had
been named as the Issuer or a Guarantor, as applicable, herein; provided that the predecessor
Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes
except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the
Issuer’s assets that meets the requirements of Section 5.01 hereof.



ARTICLE VI




DEFAULTS AND REMEDIES



          Section 6.01. Events of Default



          An “Event of Default”, wherever used herein, means any one of the following events:




     (a) default in payment when due and payable, upon redemption, acceleration or
otherwise, of principal of, or premium, if any, on the Notes;




     (b) default for 30 days or more in the payment when due of interest on or with respect
to the Notes;




     (c) failure by the Issuer or any Restricted Subsidiary for 60 days after receipt of
written notice given by the Trustee or the Holders of not less than 25% in principal amount
of the Notes then outstanding voting as a single class to comply with any of its
obligations, covenants or agreements (other than a default referred to in clauses (a) and
(b) above) contained in this Indenture or the Notes;




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




     (i) such default either results from the failure to pay any principal of such
Indebtedness at its stated final maturity (after giving effect to any applicable
grace periods) or relates to an obligation other than the obligation to pay
principal of any such Indebtedness at its stated final maturity and results in the
holder or holders of such Indebtedness causing such Indebtedness to become due prior
to its stated final maturity; and



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     (ii) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
stated final maturity (after giving effect to any applicable grace periods), or the
maturity of which has been so accelerated, aggregate $25,000,000 or more at any one
time outstanding;




     (e) failure by the Issuer or any Significant Party to pay final non-appealable
judgments aggregating in excess of $25.0 million (net of any amounts covered by indemnities
or enforceable insurance policies issued by solvent insurance carriers), which final
judgments remain unpaid, undischarged and unstayed for a period of more than 90 days after
such judgment becomes final, and in the event such judgment is covered by insurance, an
enforcement proceedings have been commenced by any creditor upon such judgment or decree
which is not promptly stayed;




     (f) the Issuer or any Significant Party, pursuant to or within the meaning of any
Bankruptcy Law:




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




     (ii) consents to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under applicable Bankruptcy law;




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




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




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




     (i) is for relief against the Issuer or any Significant Party, in a proceeding
in which the Issuer or any Significant Party, is to be adjudicated bankrupt or
insolvent;




     (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or any Significant Party, or for all or substantially
all of the property of the Issuer or any Significant Party; or




     (iii) orders the liquidation of the Issuer or any Significant Party;


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





     (h) the Guarantee of any Significant Party shall for any reason cease to be in full
force and effect or be declared null and void or any responsible officer of any Guarantor
that is a Significant Party, as the case may be, denies that it has any further liability
under its Guarantee or gives notice to such effect, in each case, other than by reason of
the termination of this Indenture or the release of any such Guarantee in accordance with
this Indenture.



          Section 6.02. Acceleration



          (a) If any Event of Default (other than an Event of Default specified in clause (f) or (g) of
Section 6.01) occurs and is continuing under this Indenture, the Trustee by notice to the Issuer or
the Holders of at least 25% in principal amount of the then total outstanding Notes by notice to
the Issuer and the Trustee, in either case specifying in such notice the respective Event of
Default and that such notice is a “notice of acceleration,” may declare the principal, premium, if
any, interest and any other monetary obligations on all the then outstanding Notes to be due and
payable immediately. Upon the effectiveness of such declaration, such principal and interest shall
be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising under



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clause (f) or (g) of Section 6.01 hereof, all outstanding Notes shall be due and payable
immediately without further action or notice. The Trustee may withhold from the Holders 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.




          (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
and its consequences under this Indenture (except a continuing Default in the payment of interest
on, premium, if any, or the principal of any Note held by a non-consenting Holder or in respect of
a covenant or provision hereof that, pursuant to the fifth paragraph of Section 9.02, cannot be
modified or amended without the consent of the Holder of each outstanding Note affected) and
rescind any acceleration and its consequences with respect to the Notes, provided such rescission
does not conflict with any judgment of a court of competent jurisdiction. In the event of any
Event of Default specified in clause (d) of Section 6.01 hereof, such Event of Default and all
consequences thereof (excluding any resulting payment default, other than as a result of
acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any
action by the Trustee or the Holders, if within 20 days after such Event of Default arose:




     (i) the Indebtedness or guarantee that is the basis for such Event of Default has been
discharged;




     (ii) holders thereof have rescinded or waived the acceleration, notice or action (as
the case may be) giving rise to such Event of Default; or




     (iii) the default that is the basis for such Event of Default has been cured.



          Section 6.03. Other Remedies




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



          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder 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 shall be
cumulative to the extent permitted by law.



          Section 6.04. Waiver of Defaults



          Subject to Section 6.02 hereof, Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default and its consequences hereunder (except a continuing Default
in the payment of the principal of, premium, if any, or interest on, any Note held by a
non-consenting Holder). 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 7.01(e), Holders of a majority in principal amount of the then total
outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or
that would involve the Trustee in personal liability.



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          Section 6.06. Limitation on Suits



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




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




     (b) Holders of at least 25% in principal amount of the total outstanding Notes have
requested in writing the Trustee to pursue the remedy;




     (c) Holders of the Notes have offered the Trustee reasonable security or indemnity
against any loss, liability or expense;




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




     (e) Holders of a majority in principal amount of the total outstanding Notes have not
given the Trustee a written direction inconsistent with such request within such 60-day
period.



          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 to Receive Payment



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



          Section 6.08. Collection Suit by Trustee



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



          Section 6.09. Restoration of Rights and Remedies



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



          Section 6.10. Rights and Remedies Cumulative



          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07 hereof, 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



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existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




          Section 6.11. Delay or Omission Not Waiver



          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



          Section 6.12. Trustee May File Proofs of Claim



          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 Issuer
(or any other obligor upon the Notes including the Guarantors), its creditors or its property and
to collect, receive and distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due to 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 to 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.



          Section 6.13. Priorities



          If the Trustee or any Agent collects any money or property pursuant to this Article VI, it
shall pay out the money or property in the following order:




     (a) First, to the Trustee, such Agent, their agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of
collection;




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




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



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



          Section 6.14. Undertaking for Costs



          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any



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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 6.14 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.




ARTICLE VII




TRUSTEE



          Section 7.01. Duties of Trustee



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



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




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




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



          (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:




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




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




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.02,
6.04 or 6.05 hereof.



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



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



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



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          Section 7.02. Rights of
Trustee



          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer and its Restricted Subsidiaries, personally or by agent or attorney at the
sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason
of such inquiry or investigation.



          (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
of the Issuer 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 Officer’s Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its selection and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.



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



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



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



          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if an indemnity
satisfactory to it against such risk or liability is not assured to it.



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



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



          (i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not
be construed as a duty unless so specified herein.



          (j) The Trustee shall not be liable for any consequential loss (including, without limitation,
loss of business, goodwill, opportunity or profit of any kind) of the Issuer, any Subsidiary or any
other Person.



          (k) The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified and/or secured, are extended to, and shall be enforceable by
Wilmington Trust, National Association, and each agent, custodian and other person employed to act
hereunder. Absent willful misconduct or negligence, each Paying Agent and Registrar shall not be
liable for acting in good faith on instructions believed by it to be genuine and from the proper
party.



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          Section 7.03. Individual
Rights of Trustee



          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or any Affiliate of the Issuer 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 Issuer’s use of the
proceeds from the Notes or any money paid to the Issuer or upon the Issuer’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 occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to the Holders a notice of the Default within 90 days after it occurs. Except in the case of
a Default relating to the payment of principal, premium, if any, or interest on any Note, the
Trustee may withhold from the Holders notice of any continuing Default if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders. The Trustee shall not be deemed to know of any Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is such a Default is received by the Trustee in accordance with Section 12.02 hereof at
the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture.



          Section 7.06. Reports by
Trustee to Holders



          Within 60 days after each July 15, beginning with the July 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a)
(but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee also shall comply
with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by Trust Indenture Act Section 313(c).



          A copy of each report at the time of its mailing to the Holders shall be mailed to the Issuer
and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act
Section 313(d). The Issuer shall promptly notify the Trustee in writing if the Notes are listed on
any stock exchange.



          Section 7.07. Compensation and Indemnity



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



          The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and its
officers, directors, employees, agents and any predecessor trustee (in its capacity as trustee) and
its officers, directors, employees and agents for, and hold the Trustee harmless against, any and
all loss, damage, claims, liability or expense (including reasonable attorneys’ fees) incurred by
it in connection with the acceptance or administration of this trust and the performance of its
duties hereunder (including the costs and expenses of enforcing this Indenture against the



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Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any
claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connection with
the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee
shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder except to
the extent the Issuer has been materially prejudiced thereby. The Issuer shall defend the claim
and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such
counsel. The Issuer need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld. The Issuer and Guarantors need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own
willful misconduct, negligence or bad faith.




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



          To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or collected by the
Trustee. Such Lien shall survive the satisfaction and discharge of this Indenture.



          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(f) or (g) 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 Trust Indenture Act Section 313(b)(2) to the
extent applicable.



          Section 7.08. Replacement of Trustee



          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Issuer. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing.
The Issuer may remove the Trustee if:




     (a) the Trustee fails to comply with Section 7.10 hereof or Section 310 of the Trust
Indenture Act;




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




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




     (d) the Trustee becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuer 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 Issuer.



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



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



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          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. 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 the
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.



          Section 7.09. Successor
Trustee by Merger, Etc. 



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



          Section 7.10. Eligibility; Disqualification



          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, together with its parent, a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition.



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



          Section 7.11. Preferential Collection of Claims Against Issuer



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



ARTICLE VIII




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



          Section 8.01. Option to
Effect Legal Defeasance or Covenant
Defeasance



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



          Section 8.02. Legal
Defeasance and Discharge



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



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     (a) the rights of Holders to receive payments in respect of the principal of, premium
and Additional Interest, if any, and interest on the Notes when such payments are due solely
out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;




     (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes,
registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance
of an office or agency for payment and money for security payments held in trust;




     (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s
obligations in connection therewith; and




     (d) this Section 8.02.


If the Issuer exercises under Section 8.01 the option applicable to this Section 8.02, subject to
satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be
accelerated because of an Event of Default under subsections (c), (d), (e), (f) (solely with
respect to a Significant Party), (g) (solely with respect to a Significant Party) and (h) of
Section 6.01. Subject to compliance with this Article VIII, the Issuer may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.




          Section 8.03. Covenant Defeasance



          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their obligations under the covenants contained in
Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and
clauses (iv), (v) and (vi) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for
the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes shall not be
deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes, the Issuer 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 Issuer’s exercise under Section 8.01 hereof of the
option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(c) (solely with respect to the covenants that are
released upon a Covenant Defeasance), 6.01(d), 6.01(e), 6.01(f) (solely with respect to a
Significant Party), 6.01(g) (solely with respect to a Significant Party) and 6.01(h) hereof shall
not constitute Events of Default.



          Section 8.04. Conditions to Legal or Covenant Defeasance



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



          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:




     (a) the Issuer shall irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm or firm of independent public accountants, to pay the
principal amount of, premium and Additional Interest, if any, and interest due on the Notes
on the stated maturity date or on the Redemption Date, as the case may be, of such principal
amount, premium and Additional Interest, if any, or interest on such Notes and the Issuer
must specify whether such Notes are being defeased to maturity or to a particular Redemption
Date.



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     (b) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel confirming that, subject to customary assumptions and exclusions,




     (i) the Issuer has received from, or there has been published by, the United
States Internal Revenue Service a ruling, or




     (ii) since the issuance of the Notes, there has been a change in the applicable
U.S. federal income tax law,


in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, subject to customary assumptions and exclusions, the Holders of the Notes will not
recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a
result of such Legal Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;





     (c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee
an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the
Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Covenant Defeasance and will be subject to such U.S. federal
income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;




     (d) no Default with respect to any covenant being defeased (other than that resulting
from borrowing funds to be applied to make such deposit and any similar and simultaneous
deposit relating to other Indebtedness and, in each case, the granting of Liens in
connection therewith) shall have occurred and be continuing on the date of such deposit;




     (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under any material mortgage, indenture (other than
this Indenture) or instrument under which there is issued or by which there is secured or
evidenced any Indebtedness for money borrowed to which the Issuer or any Guarantor is a
party or by which the Issuer or any Guarantor is bound (other than that resulting from any
borrowing of funds to be applied to make the deposit required to effect such Legal
Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other
Indebtedness, and the granting of Liens in connection therewith);




     (f) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating
that the deposit was not made by the Issuer with the intent of defeating, hindering,
delaying or defrauding any creditors of the Issuer or any Guarantor or others; and




     (g) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and
exclusions) each stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance, as the case may be, have been complied with.



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



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



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          The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or Government Securities deposited pursuant to Section 8.04 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 VIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuer from time to time upon the request of the Issuer any money or Government
Securities 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(a) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.



          Section 8.06. Repayment to Issuer



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



          Section 8.07. Reinstatement



          If the Trustee or Paying Agent is unable to apply any United States dollars or 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 Issuer’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 that, if the Issuer makes
any payment of principal of, premium, if any, or interest on any Note following the reinstatement
of its obligations, the Issuer 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 IX




AMENDMENT, SUPPLEMENT AND WAIVER



          Section 9.01. Without Consent of Holders of Notes



          Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or
supplement this Indenture, any Guarantee or Notes without the consent of any Holder:




     (a) to cure any ambiguity, omission, mistake, defect or inconsistency;




     (b) to provide for uncertificated Notes of such series in addition to or in place of
Definitive Notes;




     (c) to comply with Section 5.01 hereof;




     (d) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the
Holders as permitted pursuant to the terms of this Indenture;




     (e) to make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under this Indenture of any such
Holder;



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     (f) to add covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Issuer or any Guarantor;




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




     (h) to evidence and provide for the acceptance and appointment under this Indenture of
a successor Trustee hereunder pursuant to the requirements hereof or to provide for the
accession of the Trustee to any instrument in connection with the Notes;




     (i) to add a Guarantor under this Indenture and to allow any Guarantor to execute a
supplemental indenture and/or a Guarantee with respect to the Notes;




     (j) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary
or other permitted release from its Guarantee;




     (k) to provide for the issuance of Additional Notes in accordance with the limitations
set forth herein;




     (l) to conform the text of this Indenture, Guarantees or the Notes to any provision of
the “Description of Notes” in the Offering Memorandum to the extent that such provision was
intended to be a verbatim recitation of a provision of this Indenture, Guarantee or the
Notes, as certified by the Issuer in an Officer’s Certificate;




     (m) to make any changes with respect to the rights or obligations of the Trustee or
other provisions relating to the Trustee that do not adversely affect the rights of any
Holder in any material respect;




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




     (o) to provide for the issuance of Exchange Notes and related Guarantees in accordance
with the terms of this Indenture.



          Upon the request of the Issuer 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 hereof, the Trustee shall join with the Issuer
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall have the right, but not the
obligation to, enter into such amended or supplemental indenture that affects its own rights,
duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, an Opinion
of Counsel shall not be required in connection with the addition of a Guarantor under this
Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture
to this Indenture, the form of which is attached as Exhibit D hereto.



          Section 9.02. With Consent of Holders of Notes



          Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may
amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of
at least a majority in principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of Default in the payment
of the principal of, premium, if any, or interest on the Notes, except a payment default



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resulting from an acceleration that has been rescinded) or compliance with any provision of this
Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority
in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a
single class (including consents obtained in connection with a tender offer or exchange offer for,
or purchase of, the Notes). Section 2.08 hereof, Section 2.09 hereof and Section 2.14 hereof
shall determine which Notes are considered to be “outstanding” for the purposes of this Section
9.02.




          Upon the request of the Issuer 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 of the consent of the Holders as aforesaid, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer 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 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 Issuer
shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Issuer 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.



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




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




     (b) reduce the principal amount of or change the fixed maturity of any such Note or
alter or waive the provisions with respect to the redemption of such Notes (other than
provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof and other than the
notice provisions);




     (c) reduce the rate of or change the time for payment of interest on any Note;




     (d) waive a Default or Event of Default in the payment of principal of or premium, if
any, or interest on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the Notes and a waiver of
the payment default that resulted from such acceleration) or in respect of a covenant or
provision contained in this Indenture or any Guarantee which cannot be amended or modified
without the consent of all Holders;




     (e) make any Note payable in money other than that stated therein;




     (f) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of or premium, if any, or
interest on the Notes;




     (g) make any change in these amendment and waiver provisions;




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




     (i) make any change to the ranking of the Notes (or related Guarantees) that would
adversely affect the Holders; or



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     (j) except as expressly permitted by this Indenture, modify the Guarantees of any
Significant Party in any manner adverse to the Holders.



          Section 9.03. Compliance with Trust Indenture Act



          Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental indenture that complies in all material respects with the Trust Indenture Act 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 is a
continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not
made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its
Note 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.



          The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether
or not such Persons continue to be Holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date unless the consent of the requisite
number of Holders has been obtained.



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



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



          Section 9.06. Trustee to Sign Amendments, Etc. 



          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. None of the Issuer nor any Guarantor may sign an amendment, supplement
or waiver until the Board of Directors (or similar governing body) approves it. In executing any
amendment, supplement or waiver, 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 12.04 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 and that
such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and
any Guarantors party thereto, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section 9.03).
Notwithstanding the foregoing, (i) no Officer’s Certificate or Opinion of Counsel shall be required
in connection with the execution and delivery of any supplemental indenture to this Indenture in
connection with the Merger and (ii) an Opinion of Counsel shall not be required in connection with
the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and
the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit
D hereto.



          Section 9.07. Payment for Consent



          Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause
to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as
an inducement to any



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consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to all Holders and is paid to all Holders that so consent,
waive or agree to amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.




ARTICLE X




GUARANTEES



          Section 10.01. Guarantee



          All of the Issuer’s Restricted Subsidiaries that guarantee the Senior Credit Facilities shall
be a Guarantor hereunder, and the Issuer shall cause any future Restricted Subsidiary that
guarantees the Senior Credit Facilities to become a Guarantor hereunder. Subject to this Article
X, 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, that: (a) the principal of and interest and premium, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that
same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment
when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.



          The Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of this Indenture, the Notes or the
obligations of Issuer hereunder or thereunder, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of
any judgment against the Issuer or any Guarantor, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that
this Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes and this Indenture.



          Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section
10.01.



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



          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes
of this 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 VI hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Guarantees.



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          Unless and until released in accordance with Section 10.06, each Guarantee shall remain in
full force and effect and continue to be effective should any petition be filed by or against the
Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment
for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law,
continue to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not
been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or
returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.



          In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



          The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such
Guarantor and shall be pari passu in right of payment with all existing and future Senior
Indebtedness of such Guarantor, if any.



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



          Section 10.02. Limitation on Guarantor Liability



          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum
amount as will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee
shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP.



          Section 10.03. Execution
and Delivery of Guarantee



          To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that
this Indenture or a supplemental indenture hereto in substantially the form of Exhibit D hereto, as
the case may be, shall be executed on behalf of such Guarantor by its President, one of its Vice
Presidents, one of its Assistant Vice Presidents, its Chief Financial Officer or Treasurer.



          Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain
in full force and effect notwithstanding the absence of the endorsement of any notation of such
Guarantee on the Notes.



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



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



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          If required by Section 4.15 or Section 10.01 hereof, the Issuer shall cause any newly created
or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this
Article X, to the extent applicable.



          Section 10.04. Subrogation



          Each Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of
any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided
that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to
enforce or receive any payments arising out of, or based upon, such right of subrogation until all
amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid
in full.



          Section 10.05. Benefits Acknowledged



          Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it
pursuant to its Guarantee are knowingly made in contemplation of such benefits.



          Section 10.06. Release of Guarantees



          A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged,
and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the
release of the Guaranteeing Subsidiary’s Guarantee, upon:




     (a) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of
such Guarantor (including any sale, exchange or transfer), after which the applicable
Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets
of such Guarantor, in each case made in compliance with the applicable provisions of this
Indenture;




     (b) the release or discharge of the guarantee by such Guarantor of Indebtedness under
the Senior Credit Facilities or such other guarantee that resulted in the creation of such
Guarantee (it being understood that a release subject to contingent reinstatement is still a
release and that if such guarantee is reinstated, such Guarantee shall also be reinstated to
the extent that such Guarantor would then be required to provide a Guarantee), except a
discharge or release by or as a result of payment under such guarantee;




     (c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted
Subsidiary in accordance with this Indenture;




     (d) upon the merger or consolidation of any Guarantor with and into the Issuer or
another Guarantor that is the surviving Person in such merger or consolidation, or upon the
liquidation of such Guarantor following the transfer of all of its assets to the Issuer or
another Guarantor;




     (e) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance
option in accordance with Article VIII hereof or the discharge of the Issuer’s obligations
under this Indenture in a manner not in violation of the terms of this Indenture; or




     (f) subject to customary contingent reinstatement provisions, upon payment in full of
the aggregate principal amount of all Notes then outstanding and all other applicable
Obligations Guaranteed by such Guarantor then due and owing.



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ARTICLE XI




SATISFACTION AND DISCHARGE



          Section 11.01. Satisfaction and Discharge



          This Indenture shall be discharged and shall cease to be of further effect as to all Notes,
when either:




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




     (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become
due and payable by reason of the making of a notice of redemption or otherwise, will become
due and payable within one year or are to be called for redemption and redeemed within one
year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars,
Government Securities, or a combination thereof, in such amounts as will be sufficient,
without consideration of any reinvestment of interest to pay and discharge the entire
indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for
principal, premium and Additional Interest, if any, and accrued interest to the date of
maturity or redemption;



     (ii) the Issuer has paid or caused to be paid all sums payable by it under
this Indenture; and




     (iii) the Issuer has delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Notes at maturity or the Redemption
Date, as the case may be.



          In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied;
provided, however, that any counsel may rely on an Officer’s Certificate as to matters of fact.



          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subsection (b)(i) of this Section 11.01, the provisions of
Section 11.02 and Section 8.06 hereof shall survive.



          Section 11.02. Application of Trust Money



          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.



          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Issuer has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated



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to the rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.




ARTICLE XII




MISCELLANEOUS



          Section 12.01. Trust Indenture Act Controls



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



          Section 12.02. Notices



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



If to the Issuer and/or any Guarantor:




SRA International, Inc.

4350 Fair Lakes Court

Fairfax, VA 22033

Attention: Chief Financial Officer/General Counsel

Facsimile No.: (703) 502-4645




With a copy to:




Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Paul M. Rodel

Facsimile No.: (212) 521-7240




If to the Trustee:



Wilmington Trust, National Association

246 Goose Lane, Suite 105

Guilford, Connecticut 06437

Attention: Corporate Trust Department

Facsimile No.: (203) 453-1183




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



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



          Any notice or communication to a Holder shall be mailed by first-class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the Note Register kept by the Registrar. Any notice or communication shall
also be so mailed to any Person described



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in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.




          Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any
Note provides for notice of any event or any other communication (including any notice of
redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing
instructions from the Depositary or its designee, including by electronic mail in accordance with
accepted practices at the Depositary.



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



          Section 12.03. Communication by Holders of Notes with Other Holders of
Notes



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



          Section 12.04. Certificate and Opinion as to Conditions Precedent



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




     (a) An Officer’s Certificate of the Issuer in form reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




     (b) An Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall
include the statements set forth in Section 12.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.



          Section 12.05. Statements Required in Certificate or Opinion



          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust
Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section
314(e) and shall include:




     (a) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with (and, in the case of an
Opinion of Counsel, may be limited to reliance on an Officer’s Certificate, certificates of
public officials or reports or opinions of experts as to matters of fact); and




     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



-97-









 





          Section 12.06. Rules by
Trustee and Agents



          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.



          Section 12.07. No
Personal Liability of Directors, Officers, Employees and
Stockholders



          No past, present or future director, officer, manager, employee, incorporator or stockholder
of the Issuer or any of its Subsidiaries or any of their respective direct or indirect parent
entities shall have any liability for any obligations of the Issuer or the Guarantors under the
Notes, the Guarantees, Indenture, the Supplemental Indenture or the Registration Rights Agreement
or for any claim based on, in respect of, or by reason of such obligations or their creation. Each
Holder by accepting Notes waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes.



          Section 12.08. Governing
Law



          THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



          Section 12.09. Waiver of
Jury Trial



          EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



          Section 12.10. Force
Majeure



          In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services.



          Section 12.11. No
Adverse Interpretation of Other Agreements



          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.



          Section 12.12. Successors



          All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors, except as otherwise provided in Sections
5.01(c)(1), 5.01(d), 5.02 and 10.06 hereof.



          Section 12.13. Severability



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



-98-









 





          Section 12.14. Counterpart Originals



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



          Section 12.15. Table of
Contents, Headings, Etc



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



[Signatures on following pages]





-99-











 





SIGNATURES



Dated as of July 20, 2011




	 	 	 	 	 
	 	Issuer:



STERLING MERGER INC.

 	 
	 	By:  	/s/ Christopher C. Ragona
 	 
	 	 	Name:  	Christopher C. Ragona 	 
	 	 	Title:  	Vice President, Secretary and Treasurer 	 
	 



signature pages to the senior note indenture






 









 








	 	 	 	 	 
	 	Trustee: 



WILMINGTON TRUST, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Joseph P. O’Donnell
 	 
	 	 	Name:  	Joseph P. O’Donnell 	 
	 	 	Title:  	Vice President 	 
	 



signature pages to the senior note indenture





 









 





EXHIBIT A




 





[Face of Note]



[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]



[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]



[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]



A-1









 





CUSIP [          ]

11.00% Senior Note due 2019



No. 1 [$______________]




STERLING MERGER INC.



promises to pay to Cede & Co. or its registered assigns, the principal sum [set forth on the
Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________
Dollars] ($_________________) on October 1, 2019.



Interest Payment Dates: April 1 and October 1, commencing April 1, 2012



Record Dates: March 15 and September 15, commencing March 15, 2012







A-2









 








          IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.




Dated: [          ]




	 	 	 	 	 
	 	STERLING MERGER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-3









 






	 	 	 	 	 


This is one of the Notes referred to in the within-mentioned Indenture:



Dated: ___________




	 	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	 	 
	 	 	               Authorized Signatory 	 
	 	 	 	 
	 









A-4









 








[Back of Note]




11.00% Senior Note due 2019




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



     1. INTEREST.



          Sterling Merger Inc., a Delaware corporation (the “Issuer”), promises to pay interest on the
principal amount of this Note at a rate per annum set forth below from July 20, 2011 until
maturity. The Issuer will pay interest on this Note semi-annually in arrears on April 1 and
October 1 of each year, commencing on April 1, 2012, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”), and no interest shall accrue
on such payment for the intervening period. The Issuer will make each interest payment to the
Holder of record of this Note on the immediately preceding March 15 and September 15, commencing on
March 15, 2012 (each, a “Record Date”). Interest on this Note will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from and including July 20,
2011. The Issuer will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
periods), from time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will be fixed
at a rate equal to 11.00%.




     2. METHOD OF PAYMENT.



          The Issuer will pay interest on this Note to the Person who is the registered Holder of this
Note at the close of business on the Record Date (whether or not a Business Day) next preceding the
Interest Payment Date, even if this Note is canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. Payment of interest may be made by check mailed to the Holders at their
addresses set forth in the Note Register of Holders, provided that [all payments of principal,
premium, if any, and interest on, this Note will be made by wire transfer of immediately available
funds to the accounts specified by the Holder or Holders thereof]1 [all
payments of principal, premium, if any, and interest on, this Note will be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such
effect designating such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its
discretion)].2 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, Wilmington Trust, National Association, the Trustee under the Indenture, will act
as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice
to the Holders. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.






 




			
	1	 	Applicable if this Note is represented by a
Global Note registered in the name of or held by DTC or its nominee on the
relevant record date.
	 
	2	 	Applicable if this Note is represented by
certificated notes.




A-5









 










     4. INDENTURE.



          The Issuer issued the Notes under an Indenture, dated as of July 20, 2011 (the “Indenture”),
among Sterling Merger Inc., the Guarantors from time to time parties thereto, and the Trustee.
This Note is one of a duly authorized issue of notes of the Issuer designated as its Senior Notes
due October 1, 2019. The Issuer shall be entitled to issue Additional Notes pursuant to Section
2.01 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be
treated as a single class of securities under the Indenture. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such terms. To the extent
any provision of this Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling.




     5. OPTIONAL REDEMPTION.



          (a) At any time prior to October 1, 2015, the Notes may be redeemed or purchased (by the
Issuer or any other Person) at a redemption price equal to 100% of the principal amount of the
Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”),
and, without duplication, accrued and unpaid interest to the Redemption Date, subject to the rights
of Holders on the relevant record date to receive interest due on the relevant interest payment
date. Such redemption or purchase may be made upon notice mailed by first-class mail to each
Holder’s registered address (or otherwise delivered in accordance with the applicable DTC
procedures), not less than 30 nor more than 60 days prior to the Redemption Date. The Issuer may
provide in such notice that payment of the redemption price and performance of the Issuer’s
obligations with respect to such redemption or purchase may be performed by another Person. The
Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.




          (b) On and after October 1, 2015, the Notes may be redeemed, at the Issuer’s option, in whole
or in part, at any time and from time to time at the redemption prices set forth below. Such
redemption may be made upon notice mailed by first-class mail to each Holder’s registered address
(or otherwise delivered in accordance with the applicable DTC procedures), not less than 30 nor
more than 60 days prior to the Redemption Date. The Issuer may provide in such notice that the
payment of the redemption price and the performance of the Issuer’s obligations with respect to
such redemption may be performed by another Person. The Notes will be redeemable at the redemption
prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below
plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable
Redemption Date, subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date, if redeemed during the twelve-month period
beginning on October 1 of each of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	2015

	 	 	105.500	%
	2016

	 	 	102.750	%
	2017 and thereafter

	 	 	100.000	%






          (c) Until October 1, 2014, the Issuer may, at its option, on one or more occasions, redeem up
to 35% of the then outstanding aggregate principal amount of Notes and Additional Notes at a
redemption price equal to 111.000% of the aggregate principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, thereon to the applicable Redemption Date, subject
to the right of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date, with the net cash proceeds of one or more Equity Offerings to the
extent such net cash proceeds are contributed to the Issuer; provided that at least 50% of the sum
of the aggregate principal amount of Notes originally issued under the Indenture and any Additional
Notes issued under the Indenture after the Issue Date remains outstanding immediately after the
occurrence of each such redemption; provided further that each such redemption occurs within 90
days of the date of closing of each such Equity Offering or sale.




          (d) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.







A-6









 








     6. MANDATORY REDEMPTION.



          Except as set forth in Sections 4.10 and 4.14 of the Indenture, the Issuer shall not be
required to make mandatory redemption or sinking fund payments with respect to the Notes.




     7. NOTICE OF REDEMPTION.



          Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class
mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption
notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in
connection with Article VIII or Article XI of the Indenture) to each Holder whose Notes are to be
redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in
part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions
thereof called for redemption.




     8. OFFERS TO REPURCHASE.



          Upon the occurrence of a Change of Control, the Issuer shall make a Change of Control Offer in
accordance with Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuer
shall make an Asset Sale Offer as and when provided in accordance with Section 4.10 of the
Indenture.




     9. DENOMINATIONS, TRANSFER, EXCHANGE.



          The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000. 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 Issuer may require a Holder to
pay any taxes and fees required by law or permitted by the Indenture. The Issuer 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 Issuer need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed.




     10. PERSONS DEEMED OWNERS.



          The registered Holder of a Note may be treated as its owner for all purposes.




     11. AMENDMENT, SUPPLEMENT AND WAIVER.



          The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the
Indenture.




     12. DEFAULTS AND REMEDIES.



          The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If
any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare the principal, premium, if any, interest
and any other monetary obligations on all the then outstanding Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable
immediately without further action or notice. Holders may not enforce the Indenture, the Notes or
the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default (except a Default relating to the payment of principal, premium, if any, or
interest) if it determines that withholding notice is in their interest. The Holders of a majority
in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or and its consequences under the
Indenture except a continuing Default in payment of the principal of, premium, if any, or interest
on, any of the Notes held by a non-consenting






A-7









 







Holder. The Issuer is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuer is required within ten (10) Business Days after
becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.




     13. AUTHENTICATION.



          This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose until authenticated by the manual signature of the Trustee.




     14. GOVERNING LAW.



          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE
NOTES AND THE GUARANTEES.




     15. CUSIP AND ISIN NUMBERS.



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




          The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to the Issuer at the following address:



SRA International, Inc.

4350 Fair Lakes Court

Fairfax, VA 22033

Attention: Chief Financial Officer/General Counsel



[FOR THE PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). FOR INFORMATION ABOUT THE
ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THIS NOTE,
PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF THE ISSUER.]








A-8









 








ASSIGNMENT FORM



To assign this Note, fill in the form below:




	 	 	 	 	 

	(I) or (we) assign and transfer this Note to:

	 	 	 	 
	 

	 	 

	 	 
	 

	 	(Insert assignee’s legal name)	 	 






      


 

(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)




	 	 	 

	and irrevocably appoint
	 	 
	 

	 	 
	to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.





Date:                                         




	 	 	 	 	 

	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

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





Signature Guarantee*: ______________________________________






			

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




A-9









 










OPTION OF HOLDER TO ELECT PURCHASE




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



	 	 	 

	o Section 4.10
	 	o Section 4.14






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



$_______________



Date: _____________________




	 	 	 	 	 

	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on

the face of this Note)
	 
	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 




Signature Guarantee*: ______________________________________






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




A-10









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*




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




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount of	 	 
	 	 	Amount of decrease	 	Amount of increase in	 	this Global Note	 	Signature of
	Date of	 	in Principal Amount	 	Principal Amount of	 	following such	 	authorized office of
	Exchange	 	of this Global Note	 	this Global Note	 	decrease or increase	 	Trustee or Custodian
	 	 	 	 	 	 	 	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.





A-11









 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




SRA International, Inc.

4350 Fair Lakes Court

Fairfax, VA 22033

Attention: Chief Financial Officer/General Counsel




Wilmington Trust, National Association

246 Goose Lane, Suite 105

Guilford, Connecticut 06437

Attn: Corporate Trust Services





			
	                              Re:	 	11.00% Senior Notes due 2019





     Reference is hereby made to the Indenture, dated as of July 20, 2011 (the “Indenture”),
between Sterling Merger Inc., Inc, the Guarantors from time to time parties thereto, and the
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.



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



[CHECK ALL THAT APPLY]




     1. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL
NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to
and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own account, or for one
or more accounts with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States.



     2. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION
S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to
the restrictions on Transfer enumerated in the Indenture and the Securities Act.



     3. o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE



B-1









 




SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):





     (a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;




     or




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




     or




     (c) o such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery requirements of the
Securities Act.



     4. o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.



     (a) o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.



     (b) o CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.



     (c) o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



B-2









 





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




	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                                         







B-3









 








ANNEX A TO CERTIFICATE OF TRANSFER





     1. The Transferor owns and proposes to transfer the following:



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




          (a) o a beneficial interest in the:




               (i) o 144A Global Note ([CUSIP: 78464RAA3]), or



               (ii) o Regulation S Global Note ([CUSIP: CUSIP: U85227AA1]), or



          (b) o a Restricted Definitive Note.




     2. After the Transfer the Transferee will hold:



[CHECK ONE]




          (a) o a beneficial interest in the:




               (i) o 144A Global Note ([CUSIP: 78464RAA3]), or



               (ii) o Regulation S Global Note ([CUSIP: CUSIP: U85227AA1]), or



               (ii) o Unrestricted Global Note, ([                              ]
[            ]); or



          (b) o a Restricted Definitive Note; or




          (c) o an Unrestricted Definitive Note, in accordance with the terms of the Indenture.




B-4









 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




SRA International, Inc.

4350 Fair Lakes Court

Fairfax, VA 22033

Attention: Chief Financial Officer/General Counsel




Wilmington Trust, National Association

246 Goose Lane, Suite 105

Guilford, Connecticut 06437

Attn: Corporate Trust Services





			
	               Re:	 	11.00% Senior Notes due 2019





     Reference is hereby made to the Indenture, dated as of July 20, 2011 (the “Indenture”), among
Sterling Merger Inc., the Guarantors from time to time parties thereto, and the Trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



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



     1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE
FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE
SAME SERIES



     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. 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 of the same series in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act 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.



     (b) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED
DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the
Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of
the United States.



     (c) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note of the same
series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the



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Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.




     (d) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF
THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an
Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States.



     2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES
FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES OF THE SAME SERIES.



     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED
DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an
equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Definitive Note and in the Indenture and the Securities Act.



     (b) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s
Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [
] Regulation S Global Note of the same series, 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 will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuer and are dated _____________________.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                                         





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EXHIBIT D




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




          Supplemental Indenture (this “Supplemental Indenture”), dated as of __________, among
__________________ (the “Guaranteeing Subsidiary”), a subsidiary of SRA International, Inc., a
Delaware corporation , as successor to the Predecessor Company (as defined below) (the “Issuer”),
and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.




W I T N E S S E T H




          WHEREAS, Sterling Merger Inc., a Delaware corporation (the “Predecessor Company”) and the
Trustee are parties to an Indenture, dated as of July 20, 2011 (as amended, further supplemented,
waived or otherwise modified from time to time, the “Indenture”), providing for, among other
things, the issuance of an unlimited aggregate principal amount of 11.00% Senior Notes due 2019
(the “Notes”);




          WHEREAS, Section 10.03 of the Indenture provides that 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 Issuer’s Obligations under the Notes and the
Indenture (the “Guarantee”) on the terms and conditions set forth herein and in Article X of the
Indenture; and




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




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




          1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.




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





     (a) Along with all other Guarantors named in the Indenture (including pursuant to any
supplemental indentures), to jointly and severally, unconditionally guarantee to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, that:




     (i) the principal of and interest and premium, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes, if
any, if lawful, and all other obligations of the Issuer to the Holders or the
Trustee thereunder shall be promptly paid in full or performed, all in accordance
with the terms thereof; and




     (ii) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated
to pay the same immediately. This is a guarantee of payment and not a guarantee of
collection.



D-1









 






     (b) The obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture or the obligations of the Issuer
hereunder or thereunder, 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 Issuer or any other Guarantor, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.




     (c) The Guaranteeing Subsidiary hereby waives: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, protest, notice and all
demands whatsoever.




     (d) This Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes, the Indenture and this Supplemental Indenture. The
Guaranteeing Subsidiary accepts all obligations applicable to a Guarantor under the
Indenture, including Article X of the Indenture (which is deemed incorporated in this
Supplemental Indenture and applicable to this Guarantee) and, as applicable, Sections
5.01(c) and (d) and Section 5.02 of the Indenture. The Guaranteeing Subsidiary acknowledges
that by executing this Supplemental Indenture, it will become a Guarantor under the
Indenture and subject to all the terms and conditions applicable to Guarantors contained
therein.




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




     (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 Guaranteeing Subsidiary, 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 VI of the Indenture for the purposes of this 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 VI of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by the
Guaranteeing Subsidiary for the purpose of this Guarantee.




     (h) The Guaranteeing Subsidiary 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 this Guarantee.




     (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other
contingent and fixed liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance 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 Article X of the Indenture, this new
Guarantee shall be limited to the maximum amount permissible such that the obligations of
such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer
or conveyance.




     (j) Until released in accordance with Section 10.06 of the Indenture and Section 5
hereof, this Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Issuer for liquidation, reorganization,
should the Issuer become insolvent or make an assignment for the benefit of creditors or
should a receiver or trustee be appointed for all or any significant part of the Issuer’s
assets, and shall, to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee on the Notes and Guarantee, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though



D-2









 






such payment or performance had not been made. In the event that any payment or any
part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest
extent permitted by law, be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned.




     (k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable,
the validity, legality, and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.




     (l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing
Subsidiary, ranking pari passu in right of payment with all existing and future Senior
Indebtedness of the Guaranteeing Subsidiary, if any.




     (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee
shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.



          3. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee
shall remain in full force and effect notwithstanding the absence of the endorsement of any
notation of such Guarantee on the Notes.




          4. Merger, Consolidation or Sale of All or Substantially All Assets of a Guarantor.




          (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing
Subsidiary may not consolidate or merge with or into or wind up into (whether or not the
Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person.




          (b) In the case of clause (i) of Section 5.01(c) of the Indenture, the Successor Person will
succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the
Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary
may merge into or transfer all or part of its properties and assets to another Guarantor or the
Issuer.




          (c) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Issuer or a Guarantor in
accordance with Section 5.01 of the Indenture, the successor corporation formed by such
consolidation or into or with which the Issuer or such Guarantor, as applicable, is merged or to
which such sale, assignment, transfer, lease, 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,
lease, conveyance or other disposition, the provisions of the Indenture referring to the Issuer or
such Guarantor, as applicable, shall refer instead to the successor corporation and not to the
Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer or
such Guarantor, as applicable, under the Indenture with the same effect as if such successor Person
had been named as the Issuer or a Guarantor, as applicable, herein; provided that the predecessor
Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes
except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the
Issuer’s assets that meets the requirements of Section 5.01 of the Indenture.




          5. Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and
unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the
Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon
satisfaction of all of the conditions set forth in Section 10.06 of the Indenture.




          6. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator or stockholder of the Issuer or the Guaranteeing Subsidiary shall have any
liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing
Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting Notes waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes.







D-3









 








          7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUER, ANY OTHER OBLIGOR IN
RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.




          8. Counterparts. The parties hereto 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. Delivery of an executed signature page to this Supplemental Indenture by
facsimile or other electronic transmission shall be effective as delivery of a manually signed
counterpart of this Supplemental Indenture.




          (9) Effect of Headings. The Section headings herein have been inserted for
convenience of reference only, are not considered a part of this Supplemental Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.




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




          11. Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of
Holders against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant
to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an
Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled
to enforce or receive any payments arising out of, or based upon, such right of subrogation until
all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been
paid in full.




          12. Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the
terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Guarantee are knowingly made in contemplation of such benefits.




          13. Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental
Indenture shall bind its successors, except as otherwise provided in Sections 5.01(c)(i), 5.01(d),
5.02 and 10.06 of the Indenture or elsewhere in this Supplemental Indenture. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.




          14. Parties. Nothing in this Supplemental Indenture is intended or shall be construed
to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or
claim under or in respect of the Guaranteeing Subsidiary’s Guarantee or any provision contained
herein or in Article X of the Indenture.




          15. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as
to the accuracy of the recitals to this Supplemental Indenture.







D-4









 








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




	 	 	 	 	 
	 	[GUARANTEEING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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