**Exhibit 4.8**

 

 

 

**DECRANEAIRCRAFT HOLDINGS, INC.**

 

17% SENIOR DISCOUNT NOTES DUE 2008

 

Guaranteed to the extent set forth herein by each of the Guarantorslisted on the signature pages hereof

 

 

INDENTURE

 

Dated as of July 23, 2004

 

 

U.S. BANK NATIONAL ASSOCIATION

 

TRUSTEE

 

 

 

----

 

CROSS-REFERENCE TABLE*

 
| **Trust Indenture Act Section** |   | **Indenture Section** |
|---------------------------------|--------|-----------------------|
|                            |   |                  |
| 310 (a)(1)                      |   | 7.10                  |
| (a)(2)                          |   | 7.10                  |
| (a)(3)                          |   | N.A.                  |
| (a)(4)                          |   | N.A.                  |
| (a)(5)                          |   | 7.10                  |
| (b)                             |   | 7.10                  |
| (c)                             |   | N.A.                  |
| 311(a)                          |   | 7.11                  |
| (b)                             |   | 7.11                  |
| (c)                             |   | N.A.                  |
| 312 (a)                         |   | 2.05                  |
| (b)                             |   | 11.03                 |
| (iv)(c)                         |   | 11.03                 |
| 313(a)                          |   | 7.06                  |
| (b)(1)                          |   | N.A.                  |
| (b)(2)                          |   | 7.06; 7.07            |
| (v)(c)                          |   | 7.06; 11.02           |
| (vi)(d)                         |   | 7.06                  |
| 314(a)                          |   | 4.03; 11.02           |
| (b)                             |   | N.A.                  |
| (c)(1)                          |   | 11.04                 |
| (c)(2)                          |   | 11.04                 |
| (c)(3)                          |   | N.A.                  |
| (vii)(e)                        |   | 11.05                 |
| (f)                             |   | NA                    |
| 315 (a)                         |   | 7.01                  |
| (b)                             |   | 7.05, 11.02           |
| (c)                             |   | 7.01                  |
| (d)                             |   | 7.01                  |
| (e)                             |   | 6.11                  |
| 316 (a)(last sentence)          |   | 2.09                  |
| (a)(1)(A)                       |   | 6.05                  |
| (a)(1)(B)                       |   | 6.04                  |
| (a)(2)                          |   | N.A.                  |
| (b)                             |   | 6.07                  |
| (c)                             |   | 2.12                  |
| 317 (a)(1)                      |   | 6.08                  |
| (a)(2)                          |   | 6.09                  |
| (b)                             |   | 2.04                  |
| 318 (a)                         |   | 11.01                 |
| (b)                             |   | N.A.                  |
| (c)                             |   | 11.01                 |

 

----

N.A. means notapplicable.

*This Cross-ReferenceTable is not part of the Indenture.

 

----

 

**TABLE OF CONTENTS**

 
| **ARTICLE 1. DEFINITIONS AND INCORPORATION  BY REFERENCE** |                                                                        |
|-----------------------------------------------------------------|-----------------------------------------------------------------------------|
|                                                            |                                                                        |   |
| SECTION 1.01.                                              | DEFINITIONS.                                                                |   |
| SECTION 1.02.                                              | OTHER DEFINITIONS.                                                          |   |
| SECTION 1.03.                                              | INCORPORATION OF TIA PROVISIONS.                                            |   |
| SECTION 1.04.                                              | RULES OF CONSTRUCTION.                                                      |   |
|                                                            |                                                                        |   |
| **ARTICLE 2. THE NOTES**                                   |                                                                        |
|                                                            |                                                                        |   |
| SECTION 2.01.                                              | FORM AND DATING.                                                            |   |
| SECTION 2.02.                                              | EXECUTION AND AUTHENTICATION.                                               |   |
| SECTION 2.03.                                              | REGISTRAR AND PAYING AGENT.                                                 |   |
| SECTION 2.04.                                              | PAYING AGENT TO HOLD MONEY IN TRUST.                                        |   |
| SECTION 2.05.                                              | HOLDER LISTS.                                                               |   |
| SECTION 2.06.                                              | TRANSFER AND EXCHANGE.                                                      |   |
| SECTION 2.07.                                              | REPLACEMENT NOTES.                                                          |   |
| SECTION 2.08.                                              | OUTSTANDING NOTES.                                                          |   |
| SECTION 2.09.                                              | TREASURY NOTES.                                                             |   |
| SECTION 2.10.                                              | TEMPORARY NOTES.                                                            |   |
| SECTION 2.11.                                              | CANCELLATION.                                                               |   |
|                                                            |                                                                        |   |
| **ARTICLE 3. REDEMPTION AND PREPAYMENT**                   |                                                                        |
|                                                            |                                                                        |   |
| SECTION 3.01.                                              | NOTICES TO TRUSTEE.                                                         |   |
| SECTION 3.02.                                              | SELECTION OF NOTES TO BE REDEEMED.                                          |   |
| SECTION 3.03.                                              | NOTICE OF REDEMPTION.                                                       |   |
| SECTION 3.04.                                              | EFFECT OF NOTICE OF REDEMPTION.                                             |   |
| SECTION 3.05.                                              | DEPOSIT OF REDEMPTION PRICE.                                                |   |
| SECTION 3.06.                                              | NOTES REDEEMED IN PART.                                                     |   |
| SECTION 3.07.                                              | OPTIONAL REDEMPTION.                                                        |   |
| SECTION 3.08.                                              | MANDATORY REDEMPTION.                                                       |   |
| SECTION 3.09.                                              | OFFER TO PURCHASE BY APPLICATION OF EXCESS  PROCEEDS.                       |   |
|                                                            |                                                                        |   |
| **ARTICLE 4.  COVENANTS**                                  |                                                                        |
|                                                            |                                                                        |   |
| SECTION 4.01.                                              | PAYMENT OF NOTES.                                                           |   |
| SECTION 4.02.                                              | MAINTENANCE OF OFFICE OR AGENCY.                                            |   |
| SECTION 4.03.                                              | REPORTS.                                                                    |   |
| SECTION 4.04.                                              | COMPLIANCE CERTIFICATE.                                                     |   |
| SECTION 4.05.                                              | TAXES.                                                                      |   |
| SECTION 4.06.                                              | STAY, EXTENSION AND USURY LAWS.                                             |   |
| SECTION 4.07.                                              | RESTRICTED PAYMENTS.                                                        |   |
| SECTION 4.08.                                              | DIVIDEND AND OTHER PAYMENT RESTRICTIONS  AFFECTING RESTRICTED SUBSIDIARIES. |   |
| SECTION 4.09.                                              | INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF  PREFERRED STOCK.                |   |
| SECTION 4.10.                                              | ASSET SALES                                                                 |   |
| SECTION 4.11.                                              | TRANSACTIONS WITH AFFILIATES.                                               |   |
| SECTION 4.12.                                              | LIENS.                                                                      |   |
| SECTION 4.13.                                              | CORPORATE EXISTENCE.                                                        |   |
| SECTION 4.14.                                              | OFFER TO REPURCHASE UPON CHANGE OF  CONTROL.                                |   |

 

i

----

 
| SECTION 4.15.                                            | SALE AND LEASEBACK TRANSACTIONS.                                                                |   |
|---------------------------------------------------------------|-------------------------------------------------------------------------------------------------|--------|
| SECTION 4.16.                                            | ACCOUNTS RECEIVABLE FACILITY                                                                    |   |
| SECTION 4.17.                                            | ADDITIONAL NOTE GUARANTEES                                                                      |   |
|                                                          |                                                                                            |   |
| **ARTICLE 5.  SUCCESSORS**                               |                                                                                            |
|                                                          |                                                                                            |   |
| SECTION 5.01.                                            | MERGER, CONSOLIDATION, OR SALE OF ASSETS.                                                       |   |
| SECTION 5.02.                                            | SUCCESSOR CORPORATION SUBSTITUTED.                                                              |   |
|                                                          |                                                                                            |   |
| **ARTICLE 6.  DEFAULTS AND REMEDIES**                    |                                                                                            |
|                                                          |                                                                                            |   |
| SECTION 6.01.                                            | EVENTS OF DEFAULT.                                                                              |   |
| SECTION 6.02.                                            | ACCELERATION.                                                                                   |   |
| SECTION 6.03.                                            | OTHER REMEDIES.                                                                                 |   |
| SECTION 6.04.                                            | WAIVER OF PAST DEFAULTS.                                                                        |   |
| SECTION 6.05.                                            | CONTROL BY MAJORITY.                                                                            |   |
| SECTION 6.06.                                            | LIMITATION ON SUITS.                                                                            |   |
| SECTION 6.07.                                            | RIGHTS OF HOLDERS OF NOTES TO RECEIVE  PAYMENT.                                                 |   |
| SECTION 6.08.                                            | COLLECTION SUIT BY TRUSTEE.                                                                     |   |
| SECTION 6.09.                                            | TRUSTEE MAY FILE PROOFS OF CLAIM.                                                               |   |
| SECTION 6.10.                                            | PRIORITIES.                                                                                     |   |
| SECTION 6.11.                                            | UNDERTAKING FOR COSTS.                                                                          |   |
|                                                          |                                                                                            |   |
| **ARTICLE 7.  TRUSTEE**                                  |                                                                                            |
|                                                          |                                                                                            |   |
| SECTION 7.01.                                            | DUTIES OF TRUSTEE.                                                                              |   |
| SECTION 7.02.                                            | RIGHTS OF TRUSTEE.                                                                              |   |
| SECTION 7.03.                                            | INDIVIDUAL RIGHTS OF TRUSTEE.                                                                   |   |
| SECTION 7.04.                                            | TRUSTEE’S DISCLAIMER.                                                                      |   |
| SECTION 7.05.                                            | NOTICE OF DEFAULTS.                                                                             |   |
| SECTION 7.06.                                            | REPORTS BY TRUSTEE TO HOLDERS OF THE  NOTES.                                                    |   |
| SECTION 7.07.                                            | COMPENSATION AND INDEMNITY.                                                                     |   |
| SECTION 7.08.                                            | REPLACEMENT OF TRUSTEE.                                                                         |   |
| SECTION 7.09.                                            | SUCCESSOR TRUSTEE BY MERGER, ETC.                                                               |   |
| SECTION 7.10.                                            | ELIGIBILITY; DISQUALIFICATION.                                                                  |   |
| SECTION 7.11.                                            | PREFERENTIAL COLLECTION OF CLAIMS AGAINST  ISSUER.                                              |   |
|                                                          |                                                                                            |   |
| **ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE** |                                                                                            |
|                                                          |                                                                                            |   |
| SECTION 8.01.                                            | OPTION TO EFFECT LEGAL DEFEASANCE OR  COVENANT DEFEASANCE.                                      |   |
| SECTION 8.02.                                            | LEGAL DEFEASANCE AND DISCHARGE.                                                                 |   |
| SECTION 8.03.                                            | COVENANT DEFEASANCE.                                                                            |   |
| SECTION 8.04.                                            | CONDITIONS TO LEGAL OR COVENANT  DEFEASANCE.                                                    |   |
| SECTION 8.05.                                            | DEPOSITED MONEY AND GOVERNMENT SECURITIES  TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. |   |
| SECTION 8.06.                                            | REPAYMENT TO ISSUER.                                                                            |   |
| SECTION 8.07.                                            | REINSTATEMENT.                                                                                  |   |
|                                                          |                                                                                            |   |
| **ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER**         |                                                                                            |
|                                                          |                                                                                            |   |
| SECTION 9.01.                                            | WITHOUT CONSENT OF HOLDERS OF NOTES.                                                            |   |
| SECTION 9.02.                                            | WITH CONSENT OF HOLDERS OF NOTES.                                                               |   |
| SECTION 9.03.                                            | COMPLIANCE WITH TRUST INDENTURE ACT.                                                            |   |
| SECTION 9.04.                                            | REVOCATION AND EFFECT OF CONSENTS.                                                              |   |
| SECTION 9.05.                                            | NOTATION ON OR EXCHANGE OF NOTES.                                                               |   |

 

ii

----

 
| SECTION 9.06.                    | TRUSTEE TO SIGN AMENDMENTS, ETC.                                           |   |
|---------------------------------------|----------------------------------------------------------------------------|--------|
|                                  |                                                                       |   |
| **ARTICLE 10.  NOTE GUARANTEES** |                                                                       |
|                                  |                                                                       |   |
| SECTION 10.01.                   | GUARANTEE.                                                                 |   |
| SECTION 10.02.                   | LIMITATION ON GUARANTOR LIABILITY.                                         |   |
| SECTION 10.03.                   | EXECUTION AND DELIVERY OF NOTE GUARANTEE.                                  |   |
| SECTION 10.04.                   | GUARANTORS MAY CONSOLIDATE, ETC., ON  CERTAIN TERMS.                       |   |
| SECTION 10.05.                   | RELEASES FOLLOWING SALE OF ASSETS.                                         |   |
|                                  |                                                                       |   |
| **ARTICLE 11.  MISCELLANEOUS**   |                                                                       |
|                                  |                                                                       |   |
| SECTION 11.01.                   | TRUST INDENTURE ACT CONTROLS.                                              |   |
| SECTION 11.02.                   | NOTICES.                                                                   |   |
| SECTION 11.03.                   | COMMUNICATION BY HOLDERS OF NOTES WITH  OTHER HOLDERS OF NOTES.            |   |
| SECTION 11.04.                   | CERTIFICATE AND OPINION AS TO CONDITIONS  PRECEDENT.                       |   |
| SECTION 11.05.                   | STATEMENTS REQUIRED IN CERTIFICATE OR  OPINION.                            |   |
| SECTION 11.06.                   | RULES BY TRUSTEE AND AGENTS.                                               |   |
| SECTION 11.07.                   | NO PERSONAL LIABILITY OF DIRECTORS,  OFFICERS, EMPLOYEES AND STOCKHOLDERS. |   |
| SECTION 11.08.                   | GOVERNING LAW.                                                             |   |
| SECTION 11.09.                   | NO ADVERSE INTERPRETATION OF OTHER  AGREEMENTS.                            |   |
| SECTION 11.10.                   | SUCCESSORS.                                                                |   |
| SECTION 11.11.                   | SEVERABILITY.                                                              |   |
| SECTION 11.12.                   | COUNTERPART ORIGINALS.                                                     |   |
| SECTION 11.13.                   | TABLE OF CONTENTS, HEADINGS, ETC.                                          |   |

 
| EXHIBITS    |                                                                |   |
|-------------|---------------------------------------------------------------------|--------|
| EXHIBIT  A: | FORM  OF NOTE                                                       |   |
| EXHIBIT B:  | FORM OF  CERTIFICATE OF TRANSFER                                    |   |
| EXHIBIT C:  | FORM OF  CERTIFICATE OF EXCHANGE                                    |   |
| EXHIBIT D:  | FORM OF  CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR |   |
| EXHIBIT E:  | FORM OF  SUPPLEMENTAL INDENTURE                                     |   |

 

iii

----

 

INDENTURE dated asof July 23, 2004, by and among DeCrane Aircraft Holdings, Inc., a DelawareCorporation (the “*Issuer*”), each of the Guarantors party hereto and U.S. BankNational Association, as trustee (the “*Trustee*”).

 

The Issuer, theGuarantors and the Trustee agree as follows for the benefit of each other andfor the equal and ratable benefit of the Holders of the Issuer’s 17%Senior Discount Notesdue 2008 (together with the any Additional Notes, the “*Notes*”).

 

# ARTICLE 1.

# DEFINITIONS AND INCORPORATION BYREFERENCE

#  

## *SECTION 1.01*.    DEFINITIONS.

## * *

“*144A GlobalNote*” means the form of the Notes initially sold to QIBs.

 

“*AccountsReceivable Subsidiary*” means an Unrestricted Subsidiary of theIssuer to which the Issuer or any of its Restricted Subsidiaries sells any ofits accounts receivable pursuant to a Receivables Facility.

 

“*AccretedValue*” means in respect of the Notes, as of any date (the “*SpecifiedDate*”), the amount provided below for each $1,000 principal amountat maturity of Notes:

 

(1)     if the Specified Date occurs on one of thefollowing dates (each, a “*Semi-Annual Accrual Date*’’), the AccretedValue will equal the amount set forth below for such Semi-Annual Accrual Date:

 
| **Semi-Annual Accrual Date** |   | **Accreted  Value** |   |
|------------------------------|--------|---------------------|--------|
| September 30, 2004      |   | $                   | 520.67 |   |
| March 30, 2005          |   | $                   | 564.93 |   |
| September 30, 2005      |   | $                   | 612.95 |   |
| March 30, 2006          |   | $                   | 665.05 |   |
| September 30, 2006      |   | $                   | 721.57 |   |
| March 30, 2007          |   | $                   | 782.91 |   |
| September 30, 2007      |   | $                   | 849.46 |   |
| March 30, 2008          |   | $                   | 921.66 |   |
| September 30, 2008      |   | $                   | 1,000  |   |

 

(2)     if the Specified Date occurs before the firstSemi-Annual Accrual Date, the Accreted Value will equal the sum of (A) theoriginal issue price of a Note of $504.70 per $1,000 principal amount atmaturity and (B) an amount equal to the product of (x) the Accreted Value forthe first Semi-Annual Accrual Date less such original issue price multiplied by(y) a fraction, the numerator of which is the number of days from the IssueDate to the Specified Date, using a 360-day year of twelve 30-day months, andthe denominator of which is the number of days elapsed from the Issue Date tothe first Semi-Annual Accrual Date, using a 360-day year of twelve 30-daymonths; or

 

(3)     if the Specified Date occurs between twoSemi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) theAccreted Value for the Semi-Annual Accrual Date immediately

 

1

----

 

preceding such Specified Date and (B) an amount equal to the product of(x) the Accreted Value for the immediately following Semi-Annual Accrual Dateless the Accreted Value for the immediately preceding Semi-Annual Accrual Datemultiplied by (y) a fraction, the numerator of which is the number of days fromthe immediately preceding Semi-Annual Accrual Date to the Specified Date, usinga 360-day year of twelve 30-day months, and the denominator of which is 180.

 

“*AcquiredIndebtedness*” means, with respect to any specified Person, (a)Indebtedness of any other Person existing at the time such other Person ismerged with or into or became a Subsidiary of such specified Person, including,without limitation, Indebtedness incurred in connection with, or incontemplation of, such other Person merging with or into or becoming aSubsidiary of such specified Person, and (b) Indebtedness secured by a Lienencumbering an asset acquired by such specified Person at the time such assetis acquired by such specified Person.

 

“*AdditionalNotes*” means additional Notes (other than the Initial Notes) issuedunder this Indenture in accordance with Sections 2.02 and 4.09 hereof.

 

“*Affiliate*”of any specified Person means any other Person which, directly or indirectly,controls, is controlled by or is under direct or indirect common control with,such specified Person. For purposes of this definition, “control,” when usedwith respect to any Person, means the power to direct the management andpolicies of such Person, directly or indirectly, whether through the ownershipof voting securities, by contract or otherwise, and the terms “controlling” and“controlled” have meanings correlative to the foregoing.

 

“*Agent*”means any Registrar, Paying Agent or co-registrar.

 

“*ApplicableProcedures*” means, with respect to any transfer or exchange of orfor beneficial interests in any Global Note, the rules and procedures of theDepositary, Euroclear and Cedel that apply to such transfer or exchange.

 

“*Asset Sale*”means (a) the sale, lease, conveyance, disposition or other transfer (a“disposition”) of any properties, assets or rights (including, withoutlimitation, by way of a sale and leaseback) (provided that the sale, lease,conveyance or other disposition of all or substantially all of the assets ofthe Issuer and its Subsidiaries taken as a whole will be governed by Sections4.14 and/or 5.01 and not by Section 4.10), and (b) the issuance, sale ortransfer by the Issuer or any of its Restricted Subsidiaries of EquityInterests of any of the Issuer’s Restricted Subsidiaries, in the case of eitherclause (a) or (b), whether in a single transaction or a series of relatedtransactions (i) that have a fair market value in excess of $5.0 millionor (ii) for net proceeds in excess of $5.0 million. Notwithstanding theforegoing, the following items shall not be deemed to be Asset Sales: (a)dispositions in the ordinary course of business; (b) a disposition ofassets by the Issuer to a Restricted Subsidiary or by a Restricted Subsidiaryto the Issuer or to another Restricted Subsidiary; (c) a disposition ofEquity Interests by a Restricted Subsidiary to the Issuer or to anotherRestricted Subsidiary; (d) the sale and leaseback of any assets within 90days of the acquisition thereof; (e) foreclosures on assets; (f) anyexchange of like property pursuant to Section 1031 of the Internal RevenueCode of 1986, as amended, for use in a Permitted Business; (g) any sale ofEquity Interests in, or Indebtedness or other securities of, an UnrestrictedSubsidiary; (h) a Permitted Investment or a Restricted Payment that ispermitted by Section 4.07 hereof; and (i) sales of accountsreceivable, or participations therein, in connection with any ReceivablesFacility.

 

“*AttributableIndebtedness*” in respect of a sale and leaseback transaction means,at the time of determination, the present value (discounted at the rate ofinterest implicit in such transaction, determined in accordance with GAAP) ofthe obligation of the lessee for net rental payments during the remaining termof the

 

2

----

 

lease included in such sale and leaseback transaction (including anyperiod for which such lease has been extended or may, at the option of thelessor, be extended).

 

“*BankruptcyLaw*” means Title 11, U.S. Code or any similar federal or state lawfor the relief of debtors.

 

“*Board ofDirectors*” means the Board of Directors of the Issuer, or anyauthorized committee of the Board of Directors.

 

“*Bridge Notes*”means the $100.0 million of Senior Subordinated Increasing Rate Notes issued byDeCrane Finance Co. to DLJ Bridge Finance, Inc.

 

“*Business Day*”means any day other than a Legal Holiday.

 

“*CapitalExpenditure Indebtedness*” means Indebtedness incurred by any Personto finance the purchase or construction or any property or assets acquired orconstructed by such Person which have a useful life or more than one year solong as (a) the purchase or construction price for such property or assetsis included in “addition to property, plant or equipment” in accordance withGAAP, (b) the acquisition or construction of such property or assets isnot part of any acquisition of a Person or line of business and (c) suchIndebtedness is incurred within 90 days of the acquisition or completion ofconstruction of such property or assets.

 

“*CapitalLease Obligation*” means, at the time any determination thereof is tobe made, the amount of the liability in respect of a capital lease that wouldat such time be required to be capitalized on a balance sheet in accordancewith GAAP.

 

“*CapitalStock*” means (a) in the case of a corporation, corporate stock, (b)in the case of an association or business entity, any and all shares,interests, participations, rights or other equivalents (however designated) ofcorporate stock, (c) in the case of a partnership or limited liability company,partnership or membership interests (whether general or limited) and (d) anyother interest or participation that confers on a Person the right to receive ashare of the profits and losses of, or distributions of assets of, the issuingPerson.

 

“*CashEquivalents*” means (i) Government Securities, (ii) anycertificate of deposit maturing not more than 365 days after the date ofacquisition issued by, or demand deposit or time deposit of, an EligibleInstitution or any lender under the Senior Credit Facility,(iii) commercial paper maturing not more than 365 days after the date ofacquisition of an issuer (other than an Affiliate of the Issuer) with a rating,at the time as of which any investment therein is made, of “A-3” (or higher)according to S&P or “P-2” (or higher) according to Moody’s or carrying anequivalent rating by a nationally recognized rating agency if both of the twonamed rating agencies cease publishing ratings of investments, (iv) anybankers acceptances of money market deposit accounts issued by an EligibleInstitution and (v) any fund investing exclusively in investments of thetypes described in clauses (i) through (iv) above and (vi) inthe case of any Subsidiary organized or having its principal place of businessoutside the United States, investments denominated in the currency of thejurisdiction in which such Subsidiary is organized or has its principal placeof business which are similar to the items specified in clauses(i) through (v) above (including without limitation any deposit withany bank that is a lender to any such Subsidiary).

 

“*Cedel*”means Cedel Bank, société anonyme.

 

3

----

 

“*Change ofControl*” means the occurrence of any of the following: (a) the sale,lease, transfer, conveyance or other disposition (other than by way of mergeror consolidation), in one or a series of related transactions, of all orsubstantially all of the assets of the Issuer and its Subsidiaries, taken as awhole, to any “person” or “group” (as such terms are used in Section 13(d)of the Exchange Act), other than the Principals and their Related Parties; (b)the adoption of a plan for the liquidation or dissolution of the Issuer; (c)the consummation of any transaction (including, without limitation, any mergeror consolidation) the result of which is that any “person” or “group” (as suchterms are used in Section 13(d) of the Exchange Act), other than thePrincipals and their Related Parties, becomes the “beneficial owner” (as suchterm is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directlyor indirectly through one or more intermediaries, of 50% or more of the votingpower of the outstanding voting stock of the Issuer;  or (d) the first day on which a majority of the members of theboard of directors of the Issuer are not Continuing Members.

 

“*Commission*”means the Securities and Exchange Commission.

 

“*ConsolidatedCash Flow*” means, with respect to any Person for any period, theConsolidated Net Income of such Person and its Restricted Subsidiaries for suchperiod plus, to the extent deducted in computing Consolidated Net Income,(a) an amount equal to any extraordinary or non-recurring loss plus anynet loss realized in connection with an Asset Sale, (b) provision fortaxes based on income or profits of such Person and its Restricted Subsidiariesfor such period, (c) Fixed Charges of such Person for such period,(d) depreciation, amortization (including amortization of goodwill andother intangibles) and all other non-cash charges (excluding any such non-cashcharge to the extent that it represents an accrual of or reserve for cashexpenses in any future period or amortization of a prepaid cash expense thatwas paid in a prior period), including charges related to non-cash minorityinterests of such Person and its Restricted Subsidiaries for such period,(e) net periodic post-retirement benefits, (f) other income orexpense net as set forth on the face of such Person’s statement of operations,and (g) any non-capitalized transaction costs incurred in connection withactual or proposed financings, acquisition or divestitures, in each case, on aconsolidated basis and determined in accordance with GAAP. Notwithstanding theforegoing, the provision for taxes based on the income or profits of, the FixedCharges of, and the depreciation and amortization and other non-cash chargesof, a Restricted Subsidiary of a Person shall be added to Consolidated NetIncome to compute Consolidated Cash Flow only to the extent (and in the sameproportion) that Net Income of such Restricted Subsidiary was included incalculating the Consolidated Net Income of such Person.

 

“*ConsolidatedInterest Expense*” means, with respect to any Person for any period,the sum of, without duplication, (a) the interest expense of such Personand its Restricted Subsidiaries for such period, on a consolidated basis,determined in accordance with GAAP (including amortization of original issuediscount, non-cash interest payments, the interest component of all paymentsassociated with Capital Lease Obligations, imputed interest with respect toAttributable Indebtedness, commissions, discounts and other fees and chargesincurred in respect of letter of credit or bankers’ acceptance financings, andnet payments, if any, pursuant to Hedging Obligations; *provided* that in no eventshall any amortization of deferred financing costs be included in ConsolidatedInterest Expense); and (b) the consolidated capitalized interest of suchPerson and its Restricted Subsidiaries for such period, whether paid oraccrued; *provided*,however, that Receivables Fees shall be deemed not to constitute ConsolidatedInterest Expense. Notwithstanding the foregoing, the Consolidated InterestExpense with respect to any Restricted Subsidiary that is not a Wholly OwnedRestricted Subsidiary shall be included only to the extent (and in the sameproportion) that the net income of such Restricted Subsidiary was included incalculating Consolidated Net Income.

 

“*ConsolidatedNet Income*” means, with respect to any Person for any period, theaggregate of the Net Income of such Person and its Restricted Subsidiaries forsuch period, on a consolidated basis, determined in accordance with GAAP; *provided*that (a) the Net Income (or loss) of any Person that is not a Restricted

 

4

----

 

Subsidiary or that is accounted for by the equity method of accountingshall be included only to the extent of the amount of dividends ordistributions paid in cash to the referent Person or a Restricted Subsidiarythereof, (b) the Net Income (or loss) of any Restricted Subsidiary otherthan a Subsidiary organized or having its principal place of business outsidethe United States shall be excluded to the extent that the declaration orpayment of dividends or similar distributions by that Restricted Subsidiary ofthat Net Income (or loss) is not at the date of determination permitted withoutany prior governmental approval (that has not been obtained) or, directly orindirectly, by operation of the terms of its charter or any agreement,instrument, judgment, decree, order, statute, rule or governmentalregulation applicable to that Restricted Subsidiary, (c) the Net Income(or loss) of any Person acquired in a pooling of interests transaction for anyperiod prior to the date of such acquisition shall be excluded and (d) thecumulative effect of a change in accounting principles shall be excluded.

 

“*Continuing Members*”means, as of any date of determination, any member of the board of directors ofthe Issuer who (a) was a member of such board of directors immediately afterconsummation of the acquisition of the Issuer by Holdings in 1998 or (b) wasnominated for election or elected to such board of directors with the approvalof, or whose election to the board of directors was ratified by, at least amajority of the Continuing Members who were members of such board of directorsat the time of such nomination or election or any successor Continuing Membersappointed by such Continuing Members (or their successors).

 

“*CorporateTrust Office of the Trustee*” shall be at the address of the Trusteespecified in Section 11.02 hereof or such other address as to which the Trusteemay give notice to the Issuer.

 

“*CreditFacilities*” means, with respect to the Issuer and its RestrictedSubsidiaries, one or more debt facilities (including the Senior Credit Facilityand Second Lien Credit Facility), commercial paper facilities, note purchaseagreements or indentures providing for revolving credit loans, term loans,notes, or other financing or letters of credit, or other credit facilities, ineach case as amended, modified, renewed, refunded, replaced or refinanced fromtime to time.

 

“*Custodian*”**meansany receiver, trustee, assignee, liquidator or similar official under anyBankruptcy Law.

 

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

 

“*DefinitiveNote*” means a certificated Note registered in the name of the Holderthereof and issued in accordance with Section 2.06 hereof, in the form ofExhibit A-1 hereto except that such Note shall not bear the Global Note Legendand shall not have the “Schedule of Exchanges of Interests in the GlobalNote” attached thereto.

 

“*Depositary*”means The Depository Trust Company.

 

“*DesignatedNoncash Consideration*”**means the fair market value of non-cashconsideration received by the Issuer or one of its Restricted Subsidiaries inconnection with an Asset Sale that is so designated as Designated NoncashConsideration pursuant to an Officers’ Certificate, setting forth the basis ofsuch valuation, executed by the principal executive officer and the principalfinancial officer of the Issuer, less the amount of cash or Cash Equivalentsreceived in connection with a sale of such Designated Noncash Consideration.

 

5

----

 

“*DisqualifiedStock*” means any Capital Stock that, by its terms (or by the termsof any security into which it is convertible, or for which it is exchangeable),or upon the happening of any event (other than any event solely within thecontrol of the issuer thereof), matures or is mandatorily redeemable, pursuantto a sinking fund obligation or otherwise, is exchangeable for Indebtedness(except to the extent exchangeable at the option of such Person subject to theterms of any debt instrument to which such Person is a party) or redeemable atthe option of the Holder thereof, in whole or in part, on or prior to the dateon which the Notes mature; provided that any Capital Stock that wouldconstitute Disqualified Stock solely because the holders thereof have the rightto require the Issuer to repurchase such Capital Stock upon the occurrence of aChange of Control or an Asset Sale shall not constitute Disqualified Stock ifthe terms of such Capital Stock provide that the Issuer may not repurchase orredeem any such Capital Stock pursuant to such provisions unless such repurchaseor redemption complies with Section 4.07 hereof; and provided furtherthat, if such Capital Stock is issued to any plan for the benefit of employeesof the Issuer or its Subsidiaries or by any such plan to such employees, suchCapital Stock shall not constitute Disqualified Stock solely because it may berequired to be repurchased by the Issuer in order to satisfy applicablestatutory or regulatory obligations.

 

“*DLJMB*”means DLJ Merchant Banking Partners II, L.P. and its Affiliates.

 

“*DomesticSubsidiary*” means a Subsidiary that is organized under the laws ofthe United States or any State, district or territory thereof other than AudioInternational Sales, Inc., a U.S. Virgin Islands corporation.

 

“*EligibleInstitution*” means a commercial banking institution that hascombined capital and surplus not less than $100.0 million or its equivalent inforeign currency, whose short-term debt is rated “A-3” or higher according toStandard & Poor’s Ratings Group (“S&P”) or “P-2” or higher according toMoody’s Investor Services, Inc. (“Moody’s”) or carrying an equivalent rating bya nationally recognized rating agency if both of the two named rating agenciescease publishing ratings of investments.

 

“*EquityInterests*” means Capital Stock and all warrants, options or otherrights to acquire Capital Stock (but excluding any debt security that isconvertible into, or exchangeable for, Capital Stock).

 

“*Euroclear*”means Morgan Guaranty Trust Company of New York, Brussels office, as operatorof the Euroclear system.

 

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

 

“*ExchangeNotes*” means the Notes issued in the Exchange Offer pursuant toSection 2.06(f) hereof.

 

“*ExchangeOffer*” has the meaning set forth in the Registration RightsAgreement.

 

“*ExchangeOffer Registration Statement*” has the meaning set forth in theRegistration Rights Agreement.

 

“*ExchangedSenior Subordinated Notes*” means the Senior Subordinated Notesexchanged for the Notes pursuant to an exchange agreement by and among theIssuer, the Guarantors and the Holders dated July 23, 2004.

 

6

----

 

“*ExistingIndebtedness*” means Indebtedness of the Issuer and its RestrictedSubsidiaries (other than Indebtedness under the Senior Credit Facility, the SecondLien Credit Facility the and Senior Subordinated Notes) in existence on thedate of this Indenture, until such amounts are repaid.

 

 “*Fixed Charges*” means, with respect to anyPerson for any period, the sum, without duplication, of (a) the ConsolidatedInterest Expense of such Person for such period and (b) all dividend paymentson any series of preferred stock of such Person (other than dividends payablesolely in Equity Interests that are not Disqualified Stock), in each case, on aconsolidated basis and in accordance with GAAP.

 

“*Fixed ChargeCoverage Ratio*” means, with respect to any Person for any period,the ratio of the Consolidated Cash Flow of such Person for such period(exclusive of amounts attributable to discontinued operations, as determined inaccordance with GAAP, or operations and businesses disposed of prior to theCalculation Date (as defined)) to the Fixed Charges of such Person for suchperiod (exclusive of amounts attributable to discontinued operations, asdetermined in accordance with GAAP, or operations and businesses disposed ofprior to the Calculation Date). In the event that the referent Person or any ofits Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (otherthan revolving credit borrowings) or issues or redeems preferred stocksubsequent to the commencement of the period for which the Fixed ChargeCoverage Ratio is being calculated but prior to the date on which the event forwhich the calculation of the Fixed Charge Coverage Ratio is made (the “CalculationDate”), then the Fixed Charge Coverage Ratio shall be calculated giving proforma effect to such incurrence, assumption, guarantee or redemption ofIndebtedness, or such issuance or redemption of preferred stock and the use ofthe proceeds therefrom, as if the same had occurred at the beginning of theapplicable four-quarter reference period. In addition, for purposes of makingthe computation referred to above, acquisitions that have been made by theIssuer or any of its Subsidiaries, including all mergers or consolidations andany related financing transactions, during the four-quarter reference period orsubsequent to such reference period and on or prior to the Calculation Dateshall be deemed to have occurred on the first day of the four-quarter referenceperiod and Consolidated Cash Flow for such reference period shall be calculatedto include the Consolidated Cash Flow of the acquired entities on a pro formabasis after giving effect to cost savings resulting from employee terminations,facilities consolidations and closings, standardization of employee benefitsand compensation practices, consolidation of property, casualty and otherinsurance coverage and policies, standardization of sales and distributionmethods, reductions in taxes other than income taxes and other cost savingsreasonably expected to be realized from such acquisition, as determined in goodfaith by the principal financial officer of the Issuer (regardless of whethersuch cost savings could then be reflected in pro forma financial statementsunder GAAP, Regulation S-X promulgated by the Commission or any otherregulation or policy of the Commission) and without giving effect to clause(c) of the proviso set forth in the definition of Consolidated Net Income.

 

“*ForeignRestricted Subsidiary*” means any Restricted Subsidiary other than aDomestic Subsidiary.

 

“*GAAP*”means generally accepted accounting principles set forth in the opinions andpronouncements of the Accounting Principles Board of the American Institute ofCertified Public Accountants and statements and pronouncements of the FinancialAccounting Standards Board or in such other statements by such other entity ashave been approved by a significant segment of the accounting profession, whichare in effect on December 22, 2003.

 

“*Global Notes*”means, individually and collectively, each of the Restricted Global Notes andthe Unrestricted Global Notes, in the form of Exhibit A hereto issued inaccordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof.

 

7

----

 

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

 

“*GovernmentSecurities*” means direct obligations of, or obligations guaranteedby, the United States of America, and the payment for which the United Statespledges its full faith and credit.

 

“*GTP*”means Global Technology Partners, LLC and its Affiliates.

 

“*GTPInvestment*” means the sale by Holdings to GTP of its common stock,preferred stock or warrants to purchase common stock, the purchase price ofwhich will be partially financed by the GTP Loan, and the granting by Holdingsto GTP of options to purchase shares of its common stock.

 

“*GTP Loans*”means one or more loans by the Issuer or Holdings to GTP to finance GTP’spurchase of common stock, preferred stock or warrants to purchase common stockof Holdings; provided, however, that the aggregate principal amount of all suchGTP Loans outstanding at any time shall not exceed $2 million.

 

“*Guarantee*”means a guarantee (other than by endorsement of negotiable instruments forcollection in the ordinary course of business), direct or indirect, in anymanner (including, without limitation, letters of credit or reimbursementagreements in respect thereof), of all or any part of any Indebtedness.

 

“*Guarantors*”means (i) each of the Domestic Subsidiaries of the Issuer that is a WhollyOwned Restricted Subsidiary on the date of the Indenture and (ii) any otherSubsidiary that executes a Note Guarantee in accordance with the provisions ofthis Indenture.

 

“*HedgingObligations*” means, with respect to any Person, the obligations ofsuch Person under (a) interest rate swap agreements, interest rate capagreements and interest rate collar agreements and (b) other agreements orarrangements designed to protect such Person against fluctuations in interestrates and (c) agreements or arrangements designed to protect such Personagainst fluctuations in exchange rates.

 

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

 

“*Holdings*”means DeCrane Holdings, Inc., a Delaware corporation, the corporate parent ofthe Issuer, or its successors.

 

“*Indebtedness*”means, with respect to any Person, any indebtedness of such Person in respectof borrowed money or evidenced by bonds, notes, debentures or similarinstruments or letters of credit (or reimbursement agreements in respectthereof) or banker’s acceptances or representing Capital Lease Obligations orthe balance deferred and unpaid of the purchase price of any property orrepresenting any Hedging Obligations, except any such balance that constitutesan accrued expense or trade payable, if and to the extent any of the foregoingIndebtedness (other than letters of credit and Hedging Obligations) wouldappear as a liability upon a balance sheet of such Person prepared inaccordance with GAAP, as well as all Indebtedness of others secured by a Lienon any asset of such Person (whether or not such Indebtedness is assumed bysuch Person) and, to the extent not otherwise included, the guarantee by suchPerson of any Indebtedness of any other Person, *provided* that Indebtednessshall not include the pledge by the Issuer of the Capital Stock of anUnrestricted Subsidiary of the Issuer to secure Non-Recourse Debt of suchUnrestricted Subsidiary. The amount of any Indebtedness outstanding as of anydate shall be (a) the accreted value thereof (together with any interestthereon that is more than 30 days past due), in the case of any Indebtedness thatdoes not require current payments of interest, and (b) the principalamount thereof, in the case of any other

 

8

----

 

Indebtedness; *provided* that the principal amount of anyIndebtedness that is denominated in any currency other than United Statesdollars shall be the amount thereof, as determined pursuant to the foregoingprovision, converted into United States dollars at the Spot Rate in effect onthe date that such Indebtedness was incurred (or, if such indebtedness wasincurred prior to the date of the Indenture, the Spot Rate in effect on thedate of this Indenture).

 

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

 

“*IndirectParticipant*” means a Person who holds a beneficial interest in aGlobal Note through a Participant.

 

“*InstitutionalAccredited Investor*” means an institution that is an “accreditedinvestor” as defined in Rule 501(a)(1), (2), (3) or (7) under the SecuritiesAct, who are not also QIBs.

 

“*Investments*”means, with respect to any Person, all investments by such Person in otherPersons (including Affiliates) in the forms of direct or indirect loans(including guarantees by the referent Person of, and Liens on any assets of thereferent Person securing, Indebtedness or other obligations of other Persons),advances or capital contributions (excluding commission, travel and similaradvances to officers and employees made in the ordinary course of business),purchases or other acquisitions for consideration of Indebtedness, EquityInterests or other securities, together with all items that are or would beclassified as investments on a balance sheet prepared in accordance with GAAP, *provided*that an investment by the Issuer for consideration consisting of common equitysecurities of the Issuer shall not be deemed to be an Investment. If the Issueror any Restricted Subsidiary of the Issuer sells or otherwise disposes of anyEquity Interests of any direct or indirect Restricted Subsidiary of the Issuersuch that, after giving effect to any such sale or disposition, such Person isno longer a Subsidiary of the Issuer, the Issuer shall be deemed to have madean Investment on the date of any such sale or disposition equal to the fairmarket value of the Equity Interests of such Restricted Subsidiary not sold ordisposed of in an amount determined as provided in the final paragraph ofSection 4.07 hereof.

 

“*LegalHoliday*” means a Saturday, a Sunday or a day on which bankinginstitutions in the City of New York or the city in which the principalcorporate trust office of the Trustee is located, or at a place of payment, areauthorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a placeof payment, payment may be made at that place on the next succeeding day thatis not a Legal Holiday, and no interest shall accrue on such payment for theintervening period.

 

“*Letter ofTransmittal*” means the letter of transmittal to be prepared by theIssuer and sent to all Holders of the Notes for use by such Holders inconnection with the Exchange Offer.

 

“*Lien*”means, with respect to any asset, any mortgage, lien, pledge, charge, securityinterest or encumbrance of any kind in respect of such asset, whether or notfiled, recorded or otherwise perfected under applicable law (including anyconditional sale or other title retention agreement, any lease in the naturethereof, any option or other agreement to sell or give a security interest inand any filing of or agreement to give any financing statement under theUniform Commercial Code (or equivalent statutes) of any jurisdiction).

 

“*ManagementLoans*” means one or more loans by the Issuer or Holdings to officersand/or directors of the Issuer and any of its Restricted Subsidiaries to financethe purchase by such officers and directors of common stock of Holdings; *provided*,however, that the aggregate principal amount of all such Management Loansoutstanding at any time shall not exceed $5.0 million.

 

9

----

 

“*Net Income*”means, with respect to any Person, the net income (loss) of such Person,determined in accordance with GAAP and before any reduction in respect ofpreferred stock dividends, excluding, however, (a) any gain (or loss),together with any related provision for taxes on such gain (or loss), realizedin connection with (i) any Asset Sale (including, without limitation,dispositions pursuant to sale and leaseback transactions) or (ii) theextinguishment of any Indebtedness of such Person or any of its RestrictedSubsidiaries and (b) any extraordinary or nonrecurring gain (or loss),together with any related provision for taxes on such extraordinary ornonrecurring gain (or loss).

 

“*Net Proceeds*”means the aggregate cash proceeds received by the Issuer or any of itsRestricted Subsidiaries in respect of any Asset Sale (including, withoutlimitation, any cash received upon the sale or other disposition of anynon-cash consideration received in any Asset Sale), net of, withoutduplication, (a) the direct costs relating to such Asset Sale (including,without limitation, legal, accounting and investment banking fees, and salescommissions, recording fees, title transfer fees and appraiser fees and cost ofpreparation of assets for sale) and any relocation expenses incurred as aresult thereof, (b) taxes paid or payable as a result thereof (aftertaking into account any available tax credits or deductions and any tax sharingarrangements), (c) amounts required to be applied to the repayment ofIndebtedness (other than revolving credit Indebtedness incurred pursuant to theSenior Credit Facility) secured by a Lien on the asset or assets that were thesubject of such Asset Sale and (d) any reserve established in accordancewith GAAP or any amount placed in escrow, in either case for adjustment inrespect of the sale price of such asset or assets until such time as suchreserve is reversed or such escrow arrangement is terminated, in which case NetProceeds shall include only the amount of the reserve so reversed or the amountreturned to the Issuer or its Restricted Subsidiaries from such escrowarrangement, as the case may be.

 

“*Non-RecourseDebt*” means Indebtedness (i) no default with respect to which(including any rights that the holders thereof may have to take enforcementaction against an Unrestricted Subsidiary) would permit (upon notice, lapse oftime or both) any holder of any other Indebtedness of the Issuer or any of itsRestricted Subsidiaries to declare a default on such other Indebtedness orcause the payment thereof to be accelerated or payable prior to its statedmaturity; and (ii) as to which the lenders have been notified in writingthat they will not have any recourse to the stock (other than the stock of anUnrestricted Subsidiary pledged by the Issuer to secure debt of suchUnrestricted Subsidiary) or assets of the Issuer or any of its RestrictedSubsidiaries; *provided* that in no event shall Indebtedness of anyUnrestricted Subsidiary fail to be Non-Recourse Debt solely as a result of anydefault provisions contained in a guarantee thereof by the Issuer or any of itsRestricted Subsidiaries if the Issuer or such Restricted Subsidiary wasotherwise permitted to incur such guarantee pursuant to this Indenture.

 

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

 

“*NoteCustodian*” means the Trustee, as custodian with respect to the Notesin global form, or any successor entity thereto.

 

“*NoteGuarantee*” means the Guarantee by each Guarantor of the Issuer’spayment obligations under this Indenture and the Notes, including anysubsequent Guarantees executed pursuant to the provisions of this Indenture.

 

“*Notes*”has the meaning assigned to it in the preamble to this Indenture.

 

“*Obligations*”**meansany principal, interest, penalties, fees, indemnifications, reimbursements,damages and other liabilities payable under the documentation governing anyIndebtedness.

 

10

----

 

“*Offering*”means the offering of the Notes by the Issuer.

 

“*Officer*”means, with respect to any Person, the Chairman of the Board, the ChiefExecutive Officer, the President, the Chief Operating Officer, the ChiefFinancial Officer, the Treasurer, any Assistant Treasurer, the Controller, theSecretary or any Vice-President of such Person.

 

“*Officers’Certificate*” means a certificate signed on behalf of the Issuer bytwo Officers of the Issuer, one of whom must be the principal executiveofficer, the principal financial officer, the treasurer or the principalaccounting officer of the Issuer, that meets the requirements of Sections 11.04and 11.05 hereof.

 

“*Opinion ofCounsel*” means an opinion from legal counsel who is reasonablyacceptable to the Trustee, that meets the requirements of Sections 11.04 and11.05 hereof.  The counsel may be anemployee of or counsel to the Issuer, any Subsidiary of the Issuer or theTrustee.

 

“*Pari PassuIndebtedness*” means Indebtedness of the Issuer that ranks *pari passu*in right of payment to the Notes.

 

“*Participant*”means, with respect to the Depositary, Euroclear or Cedel, a Person who has anaccount with the Depositary, Euroclear or Cedel, respectively (and, withrespect to The Depository Trust Company, shall include Euroclear and Cedel).

 

“*PermittedBusiness*” means the avionics manufacturing industry and any businessin which the Issuer and its Restricted Subsidiaries are engaged on the date ofthis Indenture or any business reasonably related, incidental or ancillarythereto.

 

“*PermittedInvestments*” means (a) any Investment in the Issuer or in a RestrictedSubsidiary of the Issuer, (b) any Investment in cash or Cash Equivalents,(c) any Investment by the Issuer or any Restricted Subsidiary of theIssuer in a Person, if as a result of such Investment (i) such Personbecomes a Restricted Subsidiary of the Issuer or (ii) such Person ismerged, consolidated or amalgamated with or into, or transfers or conveyssubstantially all of its assets to, or is liquidated into, the Issuer or aWholly Owned Restricted Subsidiary of the Issuer, (d) any Investment madeas a result of the receipt of non-cash consideration from an Asset Sale thatwas made pursuant to and in compliance with Section 4.10 hereof, (e) anyInvestment acquired solely in exchange for Equity Interests (other thanDisqualified Stock) of the Issuer, (f) any Investment in a Person engaged in aPermitted Business (other than an Investment in an Unrestricted Subsidiary)having an aggregate fair market value, taken together with all otherInvestments made pursuant to this clause (f) that are at that timeoutstanding, not to exceed 15% of Total Assets at the time of such Investment(with the fair market value of each Investment being measured at the time madeand without giving effect to subsequent changes in value), (g) Investmentsrelating to any special purpose Wholly Owned Subsidiary of the Issuer organizedin connection with a Receivables Facility that, in the good faith determinationof the board of directors of the Issuer, are necessary or advisable to effectsuch Receivables Facility and (h) the Management Loans and GTP Loans.

 

“*PermittedLiens*” means: (i) Liens on property of a Person existing at thetime such Person is merged into or consolidated with the Issuer or anyRestricted Subsidiary, *provided* that such Liens were not incurredin contemplation of such merger or consolidation and do not secure any propertyor assets of the Issuer or any Restricted Subsidiary other than the property orassets subject to the Liens prior to such merger or consolidation;(ii) Liens existing on the date of this Indenture; (iii) Lienssecuring Indebtedness consisting of Capitalized Lease Obligations, purchasemoney Indebtedness, mortgage financings, industrial revenue

 

11

----

 

bonds or other monetary obligations, in each case incurred solely forthe purpose of financing all or any part of the purchase price or cost ofconstruction or installation of assets used in the business of the Issuer orits Restricted Subsidiaries, or repairs, additions or improvements to such assets,*provided*that (A) such Liens secure Indebtedness in an amount not in excess of theoriginal purchase price or the original cost of any such assets or repair,additional or improvement thereto (plus an amount equal to the reasonable feesand expenses in connection with the incurrence of such Indebtedness),(B) such Liens do not extend to any other assets of the Issuer or itsRestricted Subsidiaries (and, in the case of repair, addition or improvementsto any such assets, such Lien extends only to the assets (and improvementsthereto or thereon) repaired, added to or improved), (C) the Incurrence ofsuch Indebtedness is permitted by Section 4.09 hereof and (D) suchLiens attach within 365 days of such purchase, construction, installation,repair, addition or improvement; (iv) Liens to secure any refinancings,renewals, extensions, modification or replacements permitted underSection 4.09 (collectively, “refinancing”) (or successive refinancings),in whole or in part, of any Indebtedness secured by Liens referred to in theclauses above so long as such Lien does not extend to any other property (otherthan improvements thereto); (v) Liens securing letters of credit andsurety bonds entered into in the ordinary course of business and consistentwith past business practice; (vi) Liens on and pledges of the capitalstock of any Unrestricted Subsidiary securing Non-Recourse Debt of suchUnrestricted Subsidiary; (vii) Liens securing Indebtedness permitted underSection 4.09 (including all Obligations) under the Senior Credit Facilityand the Second Lien Credit Facility; (viii) other Liens securingIndebtedness that is permitted by the terms of this Indenture to be outstandinghaving an aggregate principal amount at any one time outstanding not to exceed$27.5 million; (ix) Liens securing Indebtedness of any RestrictedSubsidiary that is not a Guarantor permitted to be incurred bySection 4.09 (and all Obligations in respect thereof); (x) Liensconstituting “Permitted Encumbrances” under the Second Lien Credit Facility asin effect on the date of the Indenture; and (xi) Liens securing HedgingObligations otherwise permitted under the Indenture.

 

“*PermittedRefinancing Indebtedness*” means any Indebtedness of the Issuer orany of its Restricted Subsidiaries issued within 60 days after repayment of, inexchange for, or the net proceeds of which are used to extend, refinance,renew, replace, defease or refund other Indebtedness of the Issuer or any ofits Restricted Subsidiaries; *provided* that (a) the principalamount (or accreted value, if applicable) of such Permitted RefinancingIndebtedness does not exceed the principal amount of (or accreted value, ifapplicable), plus premium, if any, and accrued interest on the Indebtedness soextended, refinanced, renewed, replaced, defeased or refunded (plus the amountof reasonable expenses incurred in connection therewith), (b) suchPermitted Refinancing Indebtedness has a final maturity date no earlier thanthe final maturity date of, and has a Weighted Average Life to Maturity equalto or greater than the Weighted Average Life to Maturity of, the Indebtednessbeing extended, refinanced, renewed, replaced, defeased or refunded, and(c) if the Indebtedness being extended, refinanced, renewed, replaced,defeased or refunded is subordinated in right of payment to the Notes, suchPermitted Refinancing Indebtedness is subordinated in right of payment to theNotes on terms at least as favorable, taken as a whole, to the Holders of Notesas those contained in the documentation governing the Indebtedness beingextended, refinanced, renewed, replaced, defeased or refunded.

 

“*Person*”means any individual, corporation, partnership, limited liability company,joint venture, association, joint-stock company, trust, unincorporatedorganization or government or agency or political subdivision thereof(including any subdivision or ongoing business of any such entity orsubstantially all of the assets of any such entity, subdivision or business).

 

“*Principals*”means DLJMB.

 

“*PrivatePlacement Legend*” means the legend set forth inSection 2.06(g)(i) to be placed on all Notes issued under this Indentureexcept where otherwise permitted by the provisions of this Indenture.

 

12

----

 

“*PublicEquity Offering*” means any issuance of common stock by the Issuer(other than to Holdings and other than Disqualified Stock) or common stock orpreferred stock by Holdings (other than Disqualified Stock) registered pursuantto the Securities Act, other than issuances registered on Form S-8 andissuances registered on Form S-4, excluding issuances of common stock pursuantto employee benefit plans of Holdings or the Issuer or otherwise ascompensation to employees of the Issuer or Holdings.

 

“*QualifiedProceeds*” means any of the following or any combination of thefollowing: (i) cash; (ii) Cash Equivalents; (iii) assets that are used oruseful in a Permitted Business; and (iv) the Capital Stock of any Personengaged in a Permitted Business if, in connection with the receipt by theIssuer or any Restricted Subsidiary of the Issuer of such Capital Stock, (A)such Person becomes a Restricted Subsidiary of the Issuer or any RestrictedSubsidiary of the Issuer or (B) such Person is merged, consolidated oramalgamated with or into, or transfers or conveys substantially all of itsassets to, or is liquidated into, the Issuer or any Restricted Subsidiary ofthe Issuer.

 

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

 

“*ReceivablesFacility*” means one or more receivables financing facilities, asamended from time to time, pursuant to which the Issuer or any of itsRestricted Subsidiaries sells its accounts receivable to an Accounts ReceivableSubsidiary.

 

“*ReceivablesFees*” means distributions or payments made directly or by means ofdiscounts with respect to any participation interests issued or sold inconnection with, and other fees paid to a Person that is not a RestrictedSubsidiary in connection with, any Receivables Facility.

 

“*RegistrationRights Agreement*” means the Registration Rights Agreement, dated asof July 23, 2004, by and among the Issuer and the other parties named onthe signature pages thereof, as such agreement may be amended, modified orsupplemented from time to time, and, with respect to any Additional Notes, oneor more registration rights agreements between the Issuer and the other partiesthereto, as such agreement(s) may be amended, modified or supplemented fromtime to time, relating to rights given by the Issuer to the purchasers of AdditionalNotes to register such Additional Notes under the Securities Act.

 

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

 

“*Regulation SGlobal Note*” means a permanent global Note in the form of ExhibitA-1 hereto bearing the Global Note Legend, and deposited with or on behalf ofand registered in the name of the Depositary or its nominee, issued in adenomination equal to the outstanding principal amount at maturity of the Notesinitially sold in reliance on Rule 903 of Regulation S.

 

“*RelatedParty*” means, with respect to any Principal, (i) any controllingstockholder or partner of such Principal on the date of this Indenture, or (ii)any trust, corporation, partnership or other entity, the beneficiaries,stockholders, partners, owners or Persons beneficially holding (directly orthrough one or more Subsidiaries) a 51% or more controlling interest of whichconsist of the Principals and/or such other Persons referred to in theimmediately preceding clauses (i) or (ii).

 

“*ResponsibleOfficer,*” when used with respect to the Trustee, means any officerwithin the Corporate Trust Administration of the Trustee (or any successorgroup of the Trustee) or any other officer of the Trustee customarilyperforming functions similar to those performed by any of the above designatedofficers and also means, with respect to a particular corporate trust matter,any other officer to whom such matter is referred because of his knowledge ofand familiarity with the particular subject.

 

13

----

 

“*RestrictedDefinitive Note*” means a Definitive Note bearing the PrivatePlacement Legend.

 

“*RestrictedGlobal Note*” means a Global Note bearing the Private PlacementLegend.

 

“*RestrictedInvestment*” means an Investment other than a Permitted Investment.

 

“*RestrictedPeriod*” means the 40-day distribution compliance period as definedin Regulation S.

 

“*RestrictedSubsidiary*” of a Person means any Subsidiary of the referent Personthat is not an Unrestricted Subsidiary.

 

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

 

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

 

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

 

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

 

“*Second LienCredit Facility*” means that certain Credit Agreement, dated as ofDecember 22, 2003 among the Issuer, various financial institutions partythereto, and Credit Suisse First Boston, as administrative agent, including anyrelated notes, guarantees, collateral documents, instruments and agreementsexecuted in connection therewith, and, in each case, as amended, modified,renewed, refunded, replaced or refinanced from time to time, including anyagreement (i) extending or shortening the maturity of any Indebtedness incurredthereunder or contemplated thereby, (ii) adding or deleting borrowers orguarantors thereunder, (iii) increasing the amount of Indebtedness incurredthereunder or available to be borrowed thereunder, provided that on the datesuch Indebtedness is incurred it would not be prohibited by Section 4.09hereof or (iv) otherwise altering the terms and conditions thereof.

 

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

 

“*SeniorCredit Facility*” means that certain Third Amended and RestatedCredit Agreement, dated as of May 11, 2000 among the Issuer, various financialinstitutions party thereto, DLJ Capital Funding, Inc., as syndication agent,and Bank One, N.A., as administrative agent, including any related notes,guarantees, collateral documents, instruments and agreements executed inconnection therewith, and, in each case, as amended, modified, renewed,refunded, replaced or refinanced from time to time, including any agreement(i) extending or shortening the maturity of any Indebtedness incurredthereunder or contemplated thereby, (ii) adding or deleting borrowers orguarantors thereunder, (iii) increasing the amount of Indebtednessincurred thereunder or available to be borrowed thereunder, *provided*that on the date such Indebtedness is incurred it would not be prohibited bySection 4.09 hereof or (iv) otherwise altering the terms and conditionsthereof.

 

“*SeniorSubordinated Notes*” means the 12% Senior Subordinated Notes issuedpursuant to the Indenture dated as of October 5, 1998 by and among theIssuer, certain guarantors named therein and U.S. Bank National Association, assuccessor trustee to State Street Bank and Trust Company.

 

“*ShelfRegistration Statement*” means the Shelf Registration Statement asdefined in the Registration Rights Agreement.

 

14

----

 

“*SignificantSubsidiary*” means any Subsidiary that would be a “significantsubsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,promulgated pursuant to the Securities Act, as such Regulation is in effect onthe date hereof.

 

“*Spot Rate*”means, for any currency, the spot rate at which such currency is offered forsale against United States dollars as determined by reference to the New Yorkforeign exchange selling rates, as published in The Wall Street Journal on suchdate of determination for the immediately preceding business day or, if suchrate is not available, as determined in any publicly available source ofsimilar market data.

 

“*StatedMaturity*” means, with respect to any installment of interest orprincipal on any series of Indebtedness, the date on which such payment ofinterest or principal was scheduled to be paid in the original documentationgoverning such Indebtedness, and shall not include any contingent obligationsto repay, redeem or repurchase any such interest or principal prior to the dateoriginally scheduled for the payment thereof.

 

“*Subsidiary*”means, with respect to any Person, (a) any corporation, association orother business entity of which more than 50% of the total voting power ofshares of Capital Stock entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers or trustees thereofis at the time owned or controlled, directly or indirectly, by such Person orone or more of the other Subsidiaries of that Person (or a combination thereof)and (b) any partnership or limited liability company (i) the solegeneral partner or the managing general partner or managing member of which issuch Person or a Subsidiary of such Person or (ii) the only generalpartners or managing members of which are such Person or of one or moreSubsidiaries of such Person (or any combination thereof).

 

“*Tax SharingAgreement*” means any tax sharing agreement or arrangement betweenthe Issuer and Holdings, as the same may be amended from time to time; *provided*that in no event shall the amount permitted to be paid pursuant to all suchagreements and/or arrangements exceed the amount the Issuer would be requiredto pay for income taxes were it to file a consolidated tax return for itselfand its consolidated Restricted Subsidiaries as if it were a corporation thatwas a parent of a consolidated group.

 

“*TIA*”means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) asin effect on the date on which this Indenture is qualified under the TIA.

 

“*Total Assets*”means the total consolidated assets of the Issuer and its RestrictedSubsidiaries, as shown on the most recent balance sheet (excluding thefootnotes thereto) of the Issuer prepared in accordance with GAAP.

 

“*Trustee*”means the party named as such above until a successor replaces it in accordancewith the applicable provisions of this Indenture and thereafter means thesuccessor serving hereunder.

 

“*UnrestrictedGlobal Note*” means a permanent global Note in the form of ExhibitA-1 attached hereto that bears the Global Note Legend and that has the“Schedule of Exchanges of Interests in the Global Note” attached thereto,and that is deposited with or on behalf of and registered in the name of theDepositary, representing a series of Notes that do not bear the PrivatePlacement Legend.

 

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

 

“*UnrestrictedSubsidiary*” means any Subsidiary that is designated by the board ofdirectors as an Unrestricted Subsidiary pursuant to a board resolution, butonly to the extent that such Subsidiary: (a) has no

 

15

----

 

Indebtedness other than Non-Recourse Debt; (b) is not party to anyagreement, contract, arrangement or understanding with the Issuer or anyRestricted Subsidiary of the Issuer unless the terms of any such agreement,contract, arrangement or understanding are no less favorable to the Issuer orsuch Restricted Subsidiary than those that might be obtained at the time fromPersons who are not Affiliates of the Issuer; (c) is a Person with respect towhich neither the Issuer nor any of its Restricted Subsidiaries has any director indirect obligation (i) to subscribe for additional Equity Interests(other than Investments described in clause (g) of the definition ofPermitted Investments) or (ii) to maintain or preserve such Person’s financialcondition or to cause such Person to achieve any specified levels, of operatingresults; and (d) has not guaranteed or otherwise directly or indirectlyprovided credit support for any Indebtedness of the Issuer or any of itsRestricted Subsidiaries. Any such designation by the board of directors shallbe evidenced to the Trustee by filing with the Trustee a certified copy of theboard resolution giving effect to such designation and an Officers’ Certificatecertifying that such designation complied with the foregoing conditions and waspermitted by Section 4.07 hereof. If, at any time, any UnrestrictedSubsidiary would fail to meet the foregoing requirements as an UnrestrictedSubsidiary, it shall thereafter cease to be an Unrestricted Subsidiary forpurposes of this Indenture and any Indebtedness of such Subsidiary shall bedeemed to be incurred by a Restricted Subsidiary of the Issuer as of such date(and, if such Indebtedness is not permitted to be incurred as of such dateunder Section 4.09 hereof, the Issuer shall be in default of suchcovenant). The board of directors of the Issuer may at any time designate anyUnrestricted Subsidiary to be a Restricted Subsidiary; *provided* that suchdesignation shall be deemed to be an incurrence of Indebtedness by a RestrictedSubsidiary of the Issuer of any outstanding Indebtedness of such UnrestrictedSubsidiary and such designation shall only be permitted if (i) suchIndebtedness is permitted under Section 4.09 hereof and (ii) noDefault or Event of Default would be in existence following such designation.

 

“*U.S. Person*”means (i) any individual resident in the United States, (ii) anypartnership or corporation organized or incorporated under the laws of theUnited States, (iii) any estate of which an executor or administrator is aU.S. Person (other than an estate governed by foreign law and of which at leastone executor or administrator is a non-U.S. Person who has sole or sharedinvestment discretion with respect to its assets), (iv) any trust of whichany trustee is a U.S. Person (other than a trust of which at least one trusteeis a non-U.S. Person who has sole or shared investment discretion with respectto its assets and no beneficiary of the trust (and no settler, if the trust isrevocable) is a U.S. Person), (v) any agency or branch of a foreign entitylocated in the United States, (vi) any non-discretionary or similaraccount (other than an estate or trust) held by a dealer or other fiduciary forthe benefit or account of a U.S. Person, (vii) any discretionary or similaraccount (other than an estate or trust) held by a dealer or other fiduciaryorganized, incorporated or (if an individual) resident in the United States(other than such an account held for the benefit or account of a non-U.S.Person), (viii) any partnership or corporation organized or incorporatedunder the laws of a foreign jurisdiction and formed by a U.S. personprincipally for the purpose of investing in securities not registered under theSecurities Act (unless it is organized or incorporated and owned, by“accredited investors” within the meaning of Rule 501(a) under theSecurities Act who are not natural persons, estates or trusts); provided thatthe term “U.S. Person” shall not include (A) a branch or agency of a U.S.Person that is located and operating outside the United States for validbusiness purposes as a locally regulated branch or agency engaged in thebanking or insurance business, (B) any employee benefit plan establishedand administered in accordance with the law, customary practices anddocumentation of a foreign country and (C) the international organizationsset forth in Section 902(o)(7) of Regulation S under the SecuritiesAct and any other similar international organizations, and their agencies,affiliates and pension plans.

 

“*WeightedAverage Life to Maturity*” means, when applied to any Indebtedness atany date, the number of years obtained by dividing (a) the sum of the productsobtained by multiplying (i) the amount of each then remaining installment,sinking fund, serial maturity or other required payments of principal,including payment at final maturity, in respect thereof, by (ii) the number ofyears (calculated to the nearest one-twelfth)

 

16

----

 

that will elapse between such date and the making of such payment, by(b) the then outstanding principal amount of such Indebtedness.

 

“*Wholly OwnedSubsidiary*” of any Person means a Subsidiary of such Person all ofthe outstanding Capital Stock or other ownership interests of which (other thandirectors’ qualifying shares) shall at the time be owned by such Person or byone or more Wholly Owned Subsidiaries of such Person.

 

“*Wholly OwnedRestricted Subsidiary*” of any Person means a Restricted Subsidiaryof such Person all the outstanding Capital Stock or other ownership interestsof which (other than directors’ qualifying shares) shall at the time be ownedby such Person or by one or more Wholly Owned Restricted Subsidiaries of suchPerson or by such Person and one or more Wholly Owned Restricted Subsidiariesof such Person.

 

## *SECTION 1.02*.    OTHER DEFINITIONS.

## * *

| **Term**                                   |   | **Defined in  Section** |   |
|--------------------------------------------|--------|-------------------------|--------|
|                                       |   |                    |   |
| “Affiliate Transaction”          |   | 4.11                    |   |
| “Asset Sale”                     |   | 4.10                    |   |
| “Asset Sale Offer”               |   | 3.09                    |   |
| “Authentication Order”           |   | 2.02                    |   |
| “Bankruptcy Law”                 |   | 4.01                    |   |
| “Change of Control Offer”        |   | 4.14                    |   |
| “Change of Control Payment”      |   | 4.14                    |   |
| “Change of Control Payment Date” |   | 4.14                    |   |
| “Covenant Defeasance”            |   | 8.03                    |   |
| “Event of Default”               |   | 6.01                    |   |
| “Excess Proceeds”                |   | 4.10                    |   |
| “incur”                          |   | 4.09                    |   |
| “Legal Defeasance”               |   | 8.02                    |   |
| “Offer Amount”                   |   | 3.09                    |   |
| “Offer Period”                   |   | 3.09                    |   |
| “Paying Agent”                   |   | 2.03                    |   |
| “Permitted Indebtedness”         |   | 4.09                    |   |
| “Purchase Date”                  |   | 3.09                    |   |
| “Registrar”                      |   | 2.03                    |   |
| “Restricted Payments”            |   | 4.07                    |   |

 

## *SECTION 1.03*.    INCORPORATION OF TIA PROVISIONS.

## * *

Whenever thisIndenture refers to a provision of the TIA, the provision is incorporated byreference in and made a part of this Indenture.

 

The following TIAterms used in this Indenture have the following meanings:

 

“*indenturesecurities*” means the Notes;

 

“*indenturesecurity Holder*” means a Holder of a Note;

 

17

----

 

“*indenture tobe qualified*” means this Indenture;

 

“*indenturetrustee*” or “*institutional trustee*” means the Trustee;and

 

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

 

All other termsused in this Indenture that are defined by the TIA, defined by TIA reference toanother statute or defined by Commission rule under the TIA have the meaningsso assigned to them.

 

## *SECTION 1.04*.    RULES OF CONSTRUCTION.

## * *

Unless the contextotherwise requires:

 

###### (1)     a term has the meaningassigned to it;

######  

###### (2)     an accounting term nototherwise defined has the meaning assigned to it in accordance with GAAP;

######  

###### (3)     “or” is not exclusive;

######  

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

######  

###### (5)     provisions apply tosuccessive events and transactions; and

######  

###### (6)     references to sections of orrules under the Securities Act shall be deemed to include substitute,replacement of successor sections or rules adopted by the Commission from timeto time.

######  

# ARTICLE 2.

# THE NOTES

#  

## *SECTION 2.01*.    FORM AND DATING.

## * *

### (a)         *General*. The Notes and the Trustee’s certificate of authentication shall besubstantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law,stock exchange rule or usage.  Each Noteshall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiplesthereof.

###  

The terms andprovisions contained in the Notes shall constitute, and are hereby expresslymade, a part of this Indenture and the Issuer, the Guarantors and the Trustee,by their execution and delivery of this Indenture, expressly agree to suchterms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with theexpress provisions of this Indenture, the provisions of this Indenture shallgovern and be controlling.

 

(b)           *GlobalNotes*.  Notes issued in global form shall besubstantially in the form of Exhibit A-1 attached hereto (including the GlobalNote Legend thereon and the “Schedule of Exchanges of Interests in theGlobal Note” attached thereto).  Notesissued in definitive form shall be substantially in the form of Exhibit A-1attached hereto (but without the Global Note Legend thereon and without the“Schedule of

 

18

----

 

Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of theoutstanding Notes as shall be specified therein and each shall provide that itshall represent the aggregate principal amount of outstanding Notes from timeto time endorsed thereon and that the aggregate principal amount of outstandingNotes represented thereby may from time to time be reduced or increased, asappropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of anyincrease or decrease in the aggregate principal amount of outstanding Notesrepresented thereby shall be made by the Trustee or the Note Custodian, at thedirection of the Trustee, in accordance with instructions given by the Holderthereof as required by Section 2.06 hereof.

 

(c)**          ***Euroclear and Cedel Procedures Applicable*. The provisions of the “Operating Procedures of the Euroclear System” and“Terms and Conditions Governing Use of Euroclear” and the “General Terms andConditions of Cedel Bank” and “Customer Handbook” of Cedel Bank shall beapplicable to transfers of beneficial interests in the Regulation S GlobalNotes that are held by Participants through Euroclear or Cedel Bank.

 

## *SECTION 2.02*.    EXECUTION AND AUTHENTICATION.

## * *

One Officer shallsign the Notes for the Issuer by manual or facsimile signature.  The Issuer’s seal may be reproduced on theNotes and may be in facsimile form.

 

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

 

A Note shall notbe valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidencethat the Note has been authenticated under this Indenture.

 

The Trustee shall,upon a written order of the Issuer signed by one Officer (an “*AuthenticationOrder*”), authenticate Notes for original issue up to the aggregateprincipal amount at maturity stated in paragraph 4 of the Notes.  The aggregate principal amount at maturityof Notes outstanding at any time may not exceed such amount, plus (i) any AdditionalNotes permitted to be issued pursuant to Section 4.09 hereof and (ii)except as provided in Section 2.07 hereof.

 

The Trustee mayappoint an authenticating agent acceptable to the Issuer to authenticateNotes.  An authenticating agent mayauthenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trusteeincludes authentication by such agent. An authenticating agent has the same rights as an Agent to deal withHolders or an Affiliate of the Issuer.

 

## *SECTION 2.03*.    REGISTRAR AND PAYING AGENT.

## * *

The Issuer shallmaintain an office or agency where Notes may be presented for registration oftransfer or for exchange (“*Registrar*”) and an office or agency whereNotes may be presented for payment (“*Paying Agent*”).  The Registrar shall keep a register of the Notes and of theirtransfer and exchange.  The Issuer mayappoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes anyco-registrar and the term “Paying Agent” includes any additional payingagent.  The Issuer may change any PayingAgent or Registrar without notice to any Holder.  The Issuer shall notify the Trustee in writing of the name andaddress of any Agent not a party to this Indenture.  If the Issuer fails to appoint or maintain another entity asRegistrar or Paying Agent, the Trustee shall act as such.  The Issuer or any of their respectiveSubsidiaries may act as Paying Agent or Registrar.

 

19

----

 

The Issuerinitially appoints The Depository Trust Company (“*DTC*”) to act as Depositarywith respect to the Global Notes.

 

The Issuerinitially appoints the Trustee to act as the Registrar and Paying Agent and toact as Note Custodian with respect to the Global Notes.

 

## *SECTION 2.04*.    PAYING AGENT TO HOLD MONEY INTRUST.

## * *

The Issuer shallrequire each Paying Agent other than the Trustee to agree in writing that thePaying Agent will hold in trust for the benefit of Holders or the Trustee allmoney held by the Paying Agent for the payment of principal or premium, if any,on the Notes, and will notify the Trustee of any default by the Issuer inmaking any such payment.  While any suchdefault continues, the Trustee may require a Paying Agent to pay all money heldby it to the Trustee. The Issuer at any time may require a Paying Agent to payall money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than theIssuer or a Subsidiary) shall have no further liability for the money.  If the Issuer or a Subsidiary acts as PayingAgent, it shall segregate and hold in a separate trust fund for the benefit ofthe Holders all money held by it as Paying Agent. Upon any bankruptcy orreorganization proceedings relating to the Issuer, the Trustee shall serve asPaying Agent for the Notes.

 

## *SECTION 2.05*.    HOLDER LISTS.

## * *

The Trustee shallpreserve in as current a form as is reasonably practicable the most recent listavailable to it of the names and addresses of all Holders and shall otherwisecomply with TIA § 312(a).  If theTrustee is not the Registrar, the Issuer shall furnish to the Trustee at leastseven Business Days before each interest payment date and at such other timesas the Trustee may request in writing, a list in such form and as of such dateas the Trustee may reasonably require of the names and addresses of the Holdersof Notes and the Issuer shall otherwise comply with TIA § 312(a).

 

## *SECTION 2.06*.    TRANSFER AND EXCHANGE.

## * *

(a)           *Transferand Exchange of Global Notes*.  A GlobalNote may not be transferred as a whole except by the Depositary to a nominee ofthe Depositary, by a nominee of the Depositary to the Depositary or to anothernominee of the Depositary, the Depositary or any such nominee to a successorDepositary or a nominee of such successor Depositary.  All Global Notes will be exchanged by the Issuer for DefinitiveNotes if (i) the Issuer delivers to the Trustee notice from the Depositary thatit is unwilling or unable to continue to act as Depositary or that it is nolonger a clearing agency registered under the Exchange Act and, in either case,a successor Depositary is not appointed by the Issuer within 90 days after thedate of such notice from the Depositary; (ii) the Issuer in its sole discretiondetermines that the Global Notes (in whole but not in part) should be exchangedfor Definitive Notes and delivers a written notice to such effect to theTrustee; or (iii) there shall have occurred and be continuing a default or anEvent of Default and the Trustee receives a request from the Depositary toissue Definitive Notes.  Upon theoccurrence of any of the preceding events in (i), (ii) or (iii) above,Definitive Notes shall be issued in such names as the Depositary shall instructthe Trustee.  Global Notes also may beexchanged or replaced, in whole or in part, as provided in Sections 2.07 and2.10 hereof.  Every Note authenticatedand delivered in exchange for, or in lieu of, a Global Note or any portionthereof, pursuant to this Section 2.06 or Section 2.07 or 2.10hereof, shall be authenticated and delivered in the form of, and shall be, aGlobal Note.  A Global Note may not beexchanged for another Note other than as provided in this Section 2.06(a),however, beneficial interests in a Global Note may be transferred and exchangedas provided in Section 2.06(b), (c) or (f) hereof.

 

20

----

 

(b)           *Transferand Exchange of Beneficial Interests in the Global Notes*. The transfer and exchange of beneficial interests in the Global Notes shallbe effected through the Depositary, in accordance with the provisions of thisIndenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject torestrictions on transfer comparable to those set forth herein to the extentrequired by the Securities Act. Transfers of beneficial interests in the Global Notes also shall requirecompliance with either subparagraph (i) or (ii) below, as applicable, as wellas one or more of the other following subparagraphs, as applicable:

 

#### (i)            *Transfer of Beneficial Interests in theSame Global Note*.  Beneficialinterests in any Restricted Global Note may be transferred to Persons who takedelivery thereof in the form of a beneficial interest in the same RestrictedGlobal Note in accordance with the transfer restrictions set forth in thePrivate Placement Legend.  Beneficialinterests in any Unrestricted Global Note may be transferred to Persons whotake delivery thereof in the form of a beneficial interest in an UnrestrictedGlobal Note.  No written orders orinstructions shall be required to be delivered to the Registrar to effect thetransfers described in this Section 2.06(b)(i).

####  

#### (ii)           *All Other Transfers and Exchanges ofBeneficial Interests in Global Notes*.  In connection with all transfers and exchanges of beneficialinterests that are not subject to Section 2.06(b)(i) above, the transferorof such beneficial interest must deliver to the Registrar either (A) (1) awritten order from a Participant or an Indirect Participant given to theDepositary in accordance with the Applicable Procedures directing theDepositary to credit or cause to be credited a beneficial interest in anotherGlobal Note in an amount equal to the beneficial interest to be transferred orexchanged and (2) instructions given in accordance with the ApplicableProcedures containing information regarding the Participant account to becredited with such increase or (B) (1) a written order from a Participant or anIndirect Participant given to the Depositary in accordance with the ApplicableProcedures directing the Depositary to cause to be issued a Definitive Note inan amount equal to the beneficial interest to be transferred or exchanged and(2) instructions given by the Depositary to the Registrar containinginformation regarding the Person in whose name such Definitive Note shall beregistered to effect the transfer or exchange referred to in (1) above.  Upon consummation of an Exchange Offer bythe Issuer in accordance with Section 2.06(f) hereof, the requirements ofthis Section 2.06(b)(ii) shall be deemed to have been satisfied uponreceipt by the Registrar of the instructions contained in the Letter ofTransmittal delivered by the Holder of such beneficial interests in theRestricted Global Notes.  Upon satisfactionof all of the requirements for transfer or exchange of beneficial interests inGlobal Notes contained in this Indenture and the Notes or otherwise applicableunder the Securities Act, the Trustee shall adjust the principal amount atmaturity of the relevant Global Note(s) pursuant to Section 2.06(h)hereof.

####  

#### (iii)          *Transfer of Beneficial Interests toAnother Restricted Global Note*. A beneficial interest in any Restricted Global Note may be transferredto a Person who takes delivery thereof in the form of a beneficial interest inanother Restricted Global Note if the transfer complies with the requirementsof Section 2.06(b)(ii) above and the Registrar receives the following:

####  

##### (A)  if the transferee will takedelivery in the form of a beneficial interest in the 144A Global Note, then thetransferor must deliver a certificate in the form of Exhibit B hereto,including the certifications in item (1) thereof.

#####  

#### (iv)          *Transfer and Exchange of BeneficialInterests in a Restricted Global Note for Beneficial Interests in theUnrestricted Global Note*.  Abeneficial interest in any Restricted

 

21

----

 

#### Global Note may beexchanged by any holder thereof for a beneficial interest in an UnrestrictedGlobal Note or transferred to a Person who takes delivery thereof in the formof a beneficial interest in an Unrestricted Global Note if the exchange ortransfer complies with the requirements of Section 2.06(b)(ii) above and:

####  

##### (A)  such exchange or transfer iseffected pursuant to the Exchange Offer in accordance with the RegistrationRights Agreement and the holder of the beneficial interest to be exchanged, inthe case of an exchange, or the transferee, in the case of a transfer,certifies in the applicable Letter of Transmittal that it is not (1) abroker-dealer, (2) a Person participating in the distribution of the ExchangeNotes or (3) a Person who is an affiliate (as defined in Rule 144) of theIssuer;

#####  

##### (B)   such transfer is effectedpursuant to an effective registration statement; or

#####  

##### (C)   the Registrar receives thefollowing:

#####  

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

######  

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

######  

###### and, in each such case set forth in this subparagraph (C), if theRegistrar so requests or if the Applicable Procedures so require, an Opinion ofCounsel in form reasonably acceptable to the Registrar to the effect that suchexchange or transfer is in compliance with the Securities Act and that therestrictions on transfer contained herein and in the Private Placement Legendare no longer required in order to maintain compliance with the Securities Act;or

######  

##### (D)  if the transferee will takedelivery in the form of a beneficial interest in the Regulation S GlobalNote, then the transferor must deliver a certificate in the form of Exhibit Bhereto, including the certifications in item (2) thereof.

#####  

If any suchtransfer is effected pursuant to subparagraph (B) or (C) above at a time whenan Unrestricted Global Note has not yet been issued, the Issuer shall issueand, upon receipt of an Authentication Order in accordance withSection 2.02 hereof, the Trustee shall authenticate one or moreUnrestricted Global Notes in an aggregate principal amount at maturity equal tothe aggregate principal amount at maturity of beneficial interests transferredpursuant to subparagraph (B) or (C) above.

 

Beneficialinterests in an Unrestricted Global Note cannot be exchanged for, ortransferred to Persons who take delivery thereof in the form of, a beneficialinterest in a Restricted Global Note.

 

### (c)*        **Transfer or Exchange of Beneficial Interests for DefinitiveNotes*.

 

22

----

 

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

####  

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

#####  

##### (B)   if such beneficial interest isbeing transferred to a QIB in accordance with Rule 144A under the SecuritiesAct, a certificate to the effect set forth in Exhibit B hereto, including thecertifications in item (1) thereof;

#####  

##### (C)   if such beneficial interest isbeing transferred to a Non-U.S. Person in an offshore transaction in accordancewith Rule 903 or Rule 904 under the Securities Act, a certificate to the effectset forth in Exhibit B hereto, including the certifications in item (2)thereof;

#####  

##### (D)  if such beneficial interest isbeing transferred pursuant to an exemption from the registration requirementsof the Securities Act in accordance with Rule 144 under the Securities Act, acertificate to the effect set forth in Exhibit B hereto, including thecertifications in item (3)(a) thereof;

#####  

##### (E)   if such beneficial interest isbeing transferred to an Institutional Accredited Investor in reliance on an exemptionfrom the registration requirements of the Securities Act other than thoselisted in subparagraphs (B) through (D) above, a certificate to the effect setforth in Exhibit B hereto, including the certifications, certificates andOpinion of Counsel required by item (3) thereof, if applicable;

#####  

##### (F)   if such beneficial interest isbeing transferred to the Issuer or any of its Subsidiaries, a certificate tothe effect set forth in Exhibit B hereto, including the certifications in item(3)(b) thereof; or

#####  

##### (G)   if such beneficial interest isbeing transferred pursuant to an effective registration statement under theSecurities Act, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (3)(c) thereof,

#####  

the Trustee shall causethe aggregate principal amount at maturity of the applicable Global Note to bereduced accordingly pursuant to Section 2.06(h) hereof, and the Issuershall execute and the Trustee shall authenticate and deliver to the Persondesignated in the instructions a Definitive Note in the appropriate principalamount at maturity.  Any Definitive Noteissued in exchange for a beneficial interest in a Restricted Global Notepursuant to this Section 2.06(c) shall be registered in such name or namesand in such authorized denomination or denominations as the holder of suchbeneficial interest shall instruct the Registrar through instructions from theDepositary and the Participant or Indirect Participant.  The Trustee shall deliver such DefinitiveNotes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for abeneficial interest in a Restricted Global Note pursuant to thisSection 2.06(c)(i) shall bear the Private Placement Legend and shall besubject to all restrictions on transfer contained therein.

 

23

----

 

#### (ii)           *Beneficial Interests in RestrictedGlobal Notes to Unrestricted Definitive Notes*.  A holder of a beneficial interest in aRestricted Global Note may exchange such beneficial interest for anUnrestricted Definitive Note or may transfer such beneficial interest to aPerson who takes delivery thereof in the form of an Unrestricted DefinitiveNote only if:

####  

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

#####  

##### (B)   such transfer is effectedpursuant to an effective registration statement; or

#####  

##### (C)   the Registrar receives thefollowing:

#####  

###### (1)     if the holder of suchbeneficial interest in a Restricted Global Note proposes to exchange suchbeneficial interest for a Definitive Note that does not bear the PrivatePlacement Legend, a certificate from such holder in the form of Exhibit Chereto, including the certifications in item (1)(b) thereof; or

######  

###### (2)     if the holder of suchbeneficial interest in a Restricted Global Note proposes to transfer suchbeneficial interest to a Person who shall take delivery thereof in the form ofa Definitive Note that does not bear the Private Placement Legend, acertificate from such holder in the form of Exhibit B hereto, including thecertifications in item (4) thereof;

######  

##### and, in each such case set forth in this subparagraph (C), if theRegistrar so requests or if the Applicable Procedures so require, an Opinion ofCounsel in form reasonably acceptable to the Registrar to the effect that suchexchange or transfer is in compliance with the Securities Act and that the restrictionson transfer contained herein and in the Private Placement Legend are no longerrequired in order to maintain compliance with the Securities Act.

#####  

#### (iii)          *Beneficial Interests in UnrestrictedGlobal Notes to Unrestricted Definitive Notes*.  If any holder of a beneficial interest in anUnrestricted Global Note proposes to exchange such beneficial interest for aDefinitive Note or to transfer such beneficial interest to a Person who takesdelivery thereof in the form of a Definitive Note, then, upon satisfaction ofthe conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shallcause the aggregate principal amount at maturity of the applicable Global Noteto be reduced accordingly pursuant to Section 2.06(h) hereof, and theIssuer shall execute and the Trustee shall authenticate and deliver to thePerson designated in the instructions a Definitive Note in the appropriateprincipal amount at maturity; *provided* that no such transfer from theRegulation S Global Note shall be permitted during the Restricted Period.  Any Definitive Note issued in exchange for abeneficial interest pursuant to this Section 2.06(c)(iii) shall beregistered in such name or names and in such authorized denomination ordenominations as the holder of such beneficial interest shall instruct theRegistrar through instructions from the Depositary and the Participant orIndirect Participant.  The Trustee shalldeliver such Definitive Notes to the Persons in whose names such Notes are

 

24

----

 

#### soregistered.  Any Definitive Note issuedin exchange for a beneficial interest pursuant to thisSection 2.06(c)(iii) shall not bear the Private Placement Legend.

####  

### (d)*        **Transfer and Exchange of Definitive Notes for BeneficialInterests.*

###  

#### (i)            *Restricted Definitive Notes toBeneficial Interests in Restricted Global Notes*.  If any Holder of a Restricted DefinitiveNote proposes to exchange such Note for a beneficial interest in a RestrictedGlobal Note or to transfer such Restricted Definitive Notes to a Person whotakes delivery thereof in the form of a beneficial interest in a RestrictedGlobal Note, then, upon receipt by the Registrar of the followingdocumentation:

####  

##### (A)  if the Holder of such RestrictedDefinitive Note proposes to exchange such Note for a beneficial interest in aRestricted Global Note, a certificate from such Holder in the form of Exhibit Chereto, including the certifications in item (2)(b) thereof;

#####  

##### (B)   if such Restricted DefinitiveNote is being transferred to a QIB in accordance with Rule 144A under theSecurities Act, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (1) thereof;

#####  

##### (C)   if such Restricted DefinitiveNote is being transferred pursuant to an exemption from the registrationrequirements of the Securities Act in accordance with Rule 144 under theSecurities Act, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (3)(a) thereof;

#####  

##### (D)  if such Restricted DefinitiveNote is being transferred to an Institutional Accredited Investor in relianceon an exemption from the registration requirements of the Securities Act otherthan those listed in subparagraphs (B) through (D) above, a certificate to theeffect set forth in Exhibit B hereto, including the certifications,certificates and Opinion of Counsel required by item (3) thereof, ifapplicable;

#####  

##### (E)   if such Restricted DefinitiveNote is being transferred to the Issuer or any of its Subsidiaries, acertificate to the effect set forth in Exhibit B hereto, including thecertifications in item (3)(b) thereof; or

#####  

##### (F)   if such Restricted DefinitiveNote is being transferred pursuant to an effective registration statement underthe Securities Act, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (3)(c) thereof,

#####  

the Trustee shall cancelthe Restricted Definitive Note, increase or cause to be increased the aggregateprincipal amount at maturity of, in the case of clause (A) above, theappropriate Restricted Global Note, in the case of clause (B) above, the 144AGlobal Note, and in the case of clause (c) above, the Regulation S Global Note.

 

#### (ii)           *Restricted Definitive Notes toBeneficial Interests in Unrestricted Global Notes*.  A Holder of a Restricted Definitive Note mayexchange such Note for a beneficial interest in an Unrestricted Global Note ortransfer such Restricted Definitive Note to a Person who takes delivery thereofin the form of a beneficial interest in an Unrestricted Global Note only if:

 

25

----

 

##### (A)  such exchange or transfer iseffected pursuant to the Exchange Offer in accordance with the RegistrationRights Agreement and the Holder, in the case of an exchange, or the transferee,in the case of a transfer, certifies in the applicable Letter of Transmittalthat it is not (1) a broker-dealer, (2) a Person participating in thedistribution of the Exchange Notes or (3) a Person who is an affiliate (asdefined in Rule 144) of the Issuer;

#####  

##### (B)   such transfer is effectedpursuant to an effective registration statement; or

#####  

##### (C)   the Registrar receives thefollowing:

#####  

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

######  

###### (2)     if the Holder of suchDefinitive Notes proposes to transfer such Notes to a Person who shall takedelivery thereof in the form of a beneficial interest in the UnrestrictedGlobal Note, a certificate from such Holder in the form of Exhibit B hereto,including the certifications in item (4) thereof;

######  

and, in each suchcase set forth in this subparagraph (C), if the Registrar so requests or if theApplicable Procedures so require, an Opinion of Counsel in form reasonablyacceptable to the Registrar to the effect that such exchange or transfer is incompliance with the Securities Act and that the restrictions on transfercontained herein and in the Private Placement Legend are no longer required inorder to maintain compliance with the Securities Act; or

 

##### (E)   if such Restricted DefinitiveNote is being transferred to a Non-U.S. Person in an offshore transaction inaccordance with Rule 903 or Rule 904 under the Securities Act, a certificate tothe effect set forth in Exhibit B hereto, including the certifications in item(2) thereof;

#####  

Upon satisfactionof the conditions of any of the subparagraphs in this Section 2.06(d)(ii),the Trustee shall cancel the Definitive Notes and increase or cause to beincreased the aggregate principal amount at maturity of the Unrestricted GlobalNote.

 

#### (iii)          *Unrestricted Definitive Notes toBeneficial Interests in Unrestricted Global Notes*.  A Holder of an Unrestricted Definitive Notemay exchange such Note for a beneficial interest in an Unrestricted Global Noteor transfer such Definitive Notes to a Person who takes delivery thereof in theform of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such anexchange or transfer, the Trustee shall cancel the applicable UnrestrictedDefinitive Note and increase or cause to be increased the aggregate principalamount at maturity of one of the Unrestricted Global Notes.

####  

If any suchexchange or transfer from a Definitive Note to a beneficial interest iseffected pursuant to subparagraphs (ii)(B), (ii)(C) or (iii) above at a timewhen an Unrestricted Global Note has not yet been issued, the Issuer shallissue and, upon receipt of an Authentication Order in accordance withSection 2.02 hereof, the Trustee shall authenticate one or moreUnrestricted Global Notes in an aggregate principal amount at maturity equal tothe principal amount at maturity of Definitive Notes so transferred.

 

26

----

 

(e)           *Transferand Exchange of Definitive Notes for Definitive Notes.* Upon request by a Holder of Definitive Notes and such Holder’scompliance with the provisions of this Section 2.06(e), the Registrarshall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer orexchange, the requesting Holder shall present or surrender to the Registrar theDefinitive Notes duly endorsed or accompanied by a written instruction oftransfer in form satisfactory to the Registrar duly executed by such Holder orby his attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additionalcertifications, documents and information, as applicable, required pursuant tothe following provisions of this Section 2.06(e).

 

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

####  

##### (A)  if the transfer will be madepursuant to Rule 144A under the Securities Act, then the transferor mustdeliver a certificate in the form of Exhibit B hereto, including the certificationsin item (1) thereof;

#####  

##### (B)   if the transfer will be madepursuant to Rule 903 or Rule 904, then the transferor must deliver acertificate in the form of Exhibit B hereto, including the certifications initem (2) thereof; and

#####  

##### (C)   if the transfer will be madepursuant to any other exemption from the registration requirements of theSecurities Act, then the transferor must deliver a certificate in the form ofExhibit B hereto, including the certifications, certificates and Opinion ofCounsel required by item (3) thereof, if applicable.

#####  

#### (ii)           *Restricted Definitive Notes toUnrestricted Definitive Notes*. Any Restricted Definitive Note may be exchanged by the Holder thereoffor an Unrestricted Definitive Note or transferred to a Person or Persons who takedelivery thereof in the form of an Unrestricted Definitive Note if:

####  

##### (A)  such exchange or transfer iseffected pursuant to the Exchange Offer in accordance with the RegistrationRights Agreement and the Holder, in the case of an exchange, or the transferee,in the case of a transfer, certifies in the applicable Letter of Transmittalthat it is not (1) a broker-dealer, (2) a Person participating in thedistribution of the Exchange Notes or (3) a Person who is an affiliate (asdefined in Rule 144) of the Issuer;

#####  

##### (B)   such transfer is effectedpursuant to an effective registration statement; or

#####  

##### (C)   the Registrar receives thefollowing:

#####  

###### (1)     if the Holder of suchRestricted Definitive Notes proposes to exchange such Notes for an UnrestrictedDefinitive Note, a certificate from such Holder in the form of Exhibit Chereto, including the certifications in item (1)(d) thereof; or

######  

###### (2)     if the Holder of suchRestricted Definitive Notes proposes to transfer such Notes to a Person whoshall take delivery thereof in the form of an Unrestricted Definitive Note, acertificate from such Holder in the form of Exhibit B hereto, including thecertifications in item (4) thereof;

######  

27

----

 

and, in each suchcase set forth in this subparagraph (C), if the Registrar so requests, anOpinion of Counsel in form reasonably acceptable to the Issuer to the effectthat such exchange or transfer is in compliance with the Securities Act andthat the restrictions on transfer contained herein and in the Private PlacementLegend are no longer required in order to maintain compliance with theSecurities Act.

 

#### (iii)          *Unrestricted Definitive Notes toUnrestricted Definitive Notes*. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Personwho takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such atransfer, the Registrar shall register the Unrestricted Definitive Notespursuant to the instructions from the Holder thereof.

####  

(f)            *ExchangeOffer*.  Upon the occurrence of the Exchange Offer inaccordance with the Registration Rights Agreement, the Issuer shall issue and,upon receipt of an Authentication Order in accordance with Section 2.02,the Trustee shall authenticate (i) one or more Unrestricted Global Notes in anaggregate principal amount at maturity equal to the principal amount atmaturity of the beneficial interests in the Restricted Global Notes tenderedfor acceptance by Persons that certify in the applicable Letters of Transmittalthat (x) they are not broker-dealers, (y) they are not participating in adistribution of the Exchange Notes and (z) they are not affiliates (as definedin Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and(ii) Definitive Notes in an aggregate principal amount at maturity equal to theprincipal amount at maturity of the Restricted Definitive Notes accepted forexchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall causethe aggregate principal amount at maturity of the applicable Restricted GlobalNotes to be reduced accordingly, and the Issuer shall execute and the Trusteeshall authenticate and deliver to the Persons designated by the Holders ofDefinitive Notes so accepted Definitive Notes in the appropriate principalamount at maturity.

 

(g)           *Legends.* The following legends shall appear on the face of all Global Notes andDefinitive Notes issued under this Indenture unless specifically statedotherwise in the applicable provisions of this Indenture.

 

#### (i)            Private PlacementLegend.

####  

##### (A)  Except as permitted bysubparagraph (B) below, each Global Note and each Definitive Note (and allNotes issued in exchange therefor or substitution thereof) shall bear thelegend in substantially the following form:

#####  

“THIS NOTE (OR ITSPREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1)REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT HAS ACQUIRED THIS NOTE IN ANOFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACTOR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OR REGULATION D UNDER THE SECURITIES ACT (AN “IAI”)), (2)AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TOTHE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER

 

28

----

 

REASONABLYBELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB INA TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORETRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT,(D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIESACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNEDLETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THETRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND,IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT MATURITY OFNOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THATSUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITHANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (ANDBASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER) OR (G) PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THEAPPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHERAPPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TOWHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TOTHE EFFECT OF THIS LEGEND.  AS USEDHEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGSGIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THEINDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANYTRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.”

 

##### (B)   Notwithstanding the foregoing,any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv),(c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to thisSection 2.06 (and all Notes issued in exchange therefor or substitutionthereof) shall not bear the Private Placement Legend.

#####  

#### (ii)           *Global Note Legend. *Each Global Note shall bear alegend in substantially the following form:

####  

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THEINDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THEBENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAYBE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBALNOTE 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 FORCANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THISGLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTENCONSENT OF DECRANE AIRCRAFT HOLDINGS, INC.”

 

(h)           *Cancellationand/or Adjustment of Global Notes*.  At such timeas all beneficial interests in a particular Global Note have been exchanged forDefinitive Notes or a particular Global Note has been redeemed, repurchased orcanceled in whole and not in part, each such Global Note shall be returned toor retained and canceled by the Trustee in accordance with Section 2.11hereof.  At any time prior to suchcancellation, if any beneficial interest in a Global Note is exchanged for ortransferred to a Person who will

 

29

----

 

take delivery thereof in the form of a beneficial interest in anotherGlobal Note or for Definitive Notes, the principal amount at maturity of Notesrepresented by such Global Note shall be reduced accordingly and an endorsementshall be made on such Global Note by the Trustee or by the Depositary at thedirection of the Trustee to reflect such reduction; and if the beneficialinterest is being exchanged for or transferred to a Person who will takedelivery thereof in the form of a beneficial interest in another Global Note,such other Global Note shall be increased accordingly and an endorsement shallbe made on such Global Note by the Trustee or by the Depositary at thedirection of the Trustee to reflect such increase.

 

### (i)          *GeneralProvisions Relating to Transfers and Exchanges*.

###  

#### (i)            To permit registrationsof transfers and exchanges, the Issuer shall execute and the Trustee shallauthenticate Global Notes and Definitive Notes upon the Issuer’s order or atthe Registrar’s request.

####  

#### (ii)           No service charge shallbe made to a holder of a beneficial interest in a Global Note or to a Holder ofa Definitive Note for any registration of transfer or exchange, but the Issuermay require payment of a sum sufficient to cover any transfer tax or similargovernmental charge payable in connection therewith (other than any suchtransfer taxes or similar governmental charge payable upon exchange or transferpursuant to Sections 3.06, 3.09, 4.10 and 4.14 hereof).

####  

#### (iii)          The Registrar shall notbe required to register the transfer of or exchange any Note selected for redemptionin whole or in part, except the unredeemed portion of any Note being redeemedin part.

####  

#### (iv)          All Global Notes andDefinitive Notes issued upon any registration of transfer or exchange of GlobalNotes or Definitive Notes shall be the valid obligations of the Issuer,evidencing the same debt, and entitled to the same benefits under thisIndenture, as the Global Notes or Definitive Notes surrendered upon suchregistration of transfer or exchange.

####  

#### (v)           The Issuer shall not berequired (A) to issue, to register the transfer of or to exchange any Notesduring a period beginning at the opening of business 15 days before the day ofany selection of Notes for redemption under Section 3.02 hereof and endingat the close of business on the day of selection, or (B) to register thetransfer of or to exchange any Note so selected for redemption in whole or inpart, except the unredeemed portion of any Note being redeemed in part.

####  

#### (vi)          Prior to due presentmentfor the registration of a transfer of any Note, the Trustee, any Agent and theIssuer may deem and treat the Person in whose name any Note is registered asthe absolute owner of such Note for the purpose of receiving payment ofprincipal of 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.

####  

#### (vii)         The Trustee shallauthenticate Global Notes and Definitive Notes in accordance with theprovisions of Section 2.02 hereof.

 

#### (viii)        All certifications,certificates and Opinions of Counsel required to be submitted to the Registrarpursuant to this Section 2.06 to effect a registration of transfer orexchange may be submitted by facsimile.

 

30

----

 

## *SECTION 2.07*.    REPLACEMENT NOTES.

## * *

If any mutilatedNote is surrendered to the Trustee or the Issuer and the Trustee receivesevidence to its satisfaction of the destruction, loss or theft of any Note, theIssuer shall issue and the Trustee, upon receipt of an Authentication Order,shall authenticate a replacement Note if the Trustee’s requirements aremet.  If required by the Trustee or theIssuer, an indemnity bond must be supplied by the Holder that is sufficient inthe judgment of the Trustee and the Issuer to protect the Issuer, the Trustee,any Agent and any authenticating agent from any loss that any of them maysuffer if a Note is replaced.  TheIssuer may charge for its expenses in replacing a Note.

 

Every replacementNote is an additional obligation of the Issuer and shall be entitled to all ofthe benefits of this Indenture equally and proportionately with all other Notesduly issued hereunder.

 

## *SECTION 2.08*.    OUTSTANDING NOTES.

## * *

The Notes outstanding at any time are all the Notes authenticated bythe Trustee except for those canceled by it, those delivered to it forcancellation, those reductions in the interest in a Global Note effected by theTrustee in accordance with the provisions hereof, and those described in thisSection as not outstanding.  Exceptas set forth in Section 2.09 hereof, a Note does not cease to beoutstanding because the Issuer or an Affiliate of the Issuer holds the Note;however, Notes held by the Issuer or a Subsidiary of the Issuer shall not bedeemed to be outstanding for purposes of Section 3.07 hereof.

 

If a Note is replacedpursuant to Section 2.07 hereof, it ceases to be outstanding unless theTrustee receives proof satisfactory to it that the replaced Note is held by abona fide purchaser.

 

If the principalamount of any Note is considered paid under Section 4.01 hereof, it ceasesto be outstanding and the accretion of principal ceases.

 

If the PayingAgent (other than the Issuer, a Subsidiary or an Affiliate of any thereof)holds, on a redemption date or maturity date, money sufficient to pay Notespayable on that date, then on and after that date such Notes shall be deemed tobe no longer outstanding and shall cease to accrete principal.

 

## *SECTION 2.09*.    TREASURY NOTES.

## * *

In determiningwhether the Holders of the required principal amount at maturity of Notes haveconcurred in any direction, waiver or consent, Notes owned by the Issuer, or byany Person directly or indirectly controlling or controlled by or under director indirect common control with the Issuer, shall be considered as though notoutstanding, except that for the purposes of determining whether the Trusteeshall be protected in relying on any such direction, waiver or consent, onlyNotes that the Trustee knows are so owned shall be so disregarded.

 

## *SECTION 2.10*.    TEMPORARY NOTES.

## * *

Until certificatesrepresenting Notes are ready for delivery, the Issuer may prepare and the Trustee, uponreceipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially inthe form of certificated Notes but may have variations that the Issuer considers appropriate for temporaryNotes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuer shall prepare and the Trustee shallauthenticate definitive Notes in exchange for temporary Notes.

 

31

----

 

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

 

## *SECTION 2.11*.    CANCELLATION.

## * *

The Issuer at any time may deliver Notes to theTrustee for cancellation.  The Registrarand Paying Agent shall forward to the Trustee any Notes surrendered to them forregistration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered forregistration of transfer, exchange, payment, replacement or cancellation andshall destroy canceled Notes (subject to the record retention requirement ofthe Exchange Act).  Certification of thedestruction of all canceled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it haspaid or that have been delivered to the Trustee for cancellation.

 

# ARTICLE 3.

# REDEMPTION AND PREPAYMENT

#  

## *SECTION 3.01*.    NOTICES TO TRUSTEE.

## * *

If the Issuerelects to redeem Notes pursuant to the optional redemption provisions ofSection 3.07 hereof, it shall furnish to the Trustee, at least 30 days butnot more than 60 days before a redemption date, an Officers’ Certificatesetting forth (i) the clause of this Indenture pursuant to which the redemptionshall occur, (ii) the redemption date, (iii) the Accreted Value and principalamount at maturity of Notes to be redeemed and (iv) the redemption price.

 

## *SECTION 3.02*.    SELECTION OF NOTES TO BE REDEEMED.

## * *

If less than allof the Notes are to be redeemed at any time, selection of Notes for redemptionwill be made by the Trustee in compliance with the requirements of theprincipal national securities exchange, if any, on which the Notes are listed,or, if the Notes are not so listed, on a pro rata basis, by lot or by suchmethod as the Trustee shall deem fair and appropriate; *provided* that no Notes of$1,000 principal amount at maturity or less shall be redeemed in part.

 

The Trustee shallpromptly notify the Issuer in writing of the Notes selected for redemption and,in the case of any Note selected for partial redemption, the principal amountthereof to be redeemed. Notes and portions of Notes selected shall be inamounts of $1,000 principal amount at maturity or whole multiples of $1,000principal amount at maturity; except that if all of the Notes of a Holder areto be redeemed, the entire outstanding amount of Notes held by such Holder,even if not a multiple of $1,000 principal amount at maturity, shall beredeemed.  Except as provided in the preceding sentence, provisions ofthis Indenture that apply to Notes called for redemption also apply to portionsof Notes called for redemption.

 

## *SECTION 3.03*.    NOTICE OF REDEMPTION.

## * *

Subject to theprovisions of Section 3.09 hereof, notices of redemption shall be mailedby first class mail at least 30 but not more than 60 days before the redemptiondate to each Holder of Notes to be redeemed at its registered address.  If any Note is to be redeemed in part only,the notice of redemption that relates to such Note shall state the portion ofthe principal amount thereof to be redeemed. A new Note in principal amountequal to the unredeemed portion thereof will be issued in the name of theHolder thereof upon cancellation of the original Note. Notes called forredemption become due on the date fixed for redemption. On and after theredemption date, principal ceases to accrete on Notes or portions of themcalled for redemption.

 

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

 

32

----

 

### (a)         the redemption date;

###  

### (b)         the redemption price;

###  

### (c)         if any Note is being redeemed in part, the portion ofthe principal amount at maturity of such Note to be redeemed and that, afterthe redemption date upon surrender of such Note, a new Note or Notes inprincipal amount equal to the unredeemed portion shall be issued uponcancellation of the original Note;

###  

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

###  

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

###  

### (f)          that, unless the Issuer defaults in making suchredemption payment, the principal of the Notes called for redemption ceases toaccrete on and after the redemption date;

###  

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

###  

### (h)         that no representation is made as to the correctnessor accuracy of the CUSIP number, if any, listed in such notice or printed onthe Notes.

###  

At the Issuer’srequest, the Trustee shall give the notice of redemption in the Issuer’s nameand at the Issuer’s expense; *provided, however*, that the Issuer shallhave delivered to the Trustee, at least 45 days prior to the redemption date,an Officers’ Certificate requesting that the Trustee give such notice andsetting forth the information to be stated in such notice as provided in thepreceding paragraph.

 

## *SECTION 3.04*.    EFFECT OF NOTICE OF REDEMPTION.

## * *

Once notice ofredemption is mailed in accordance with Section 3.03 hereof, Notes calledfor redemption become irrevocably due and payable on the redemption date at theredemption price.  A notice ofredemption may not be conditional.

 

## *SECTION 3.05*.    DEPOSIT OF REDEMPTION PRICE.

## * *

One Business Dayprior to the redemption date, the Issuer shall deposit with the Trustee or withthe Paying Agent money sufficient to pay the redemption price of all Notes tobe redeemed on that date.  The Trustee or the Paying Agent shall promptlyreturn to the Issuer any money deposited with the Trustee or the Paying Agentby the Issuer in excess of the amounts necessary to pay the redemption price ofall Notes to be redeemed.

 

If the Issuercomplies with the provisions of the preceding paragraph, on and after theredemption date, no accretion of principal amount of the Notes or the portionsof Notes called for redemption shall occur. If any Note called for redemption shall not be so paid upon surrenderfor redemption because of the failure of the Issuer to comply with thepreceding paragraph, interest shall be paid on the unpaid principal, from theredemption date until such principal is paid, at the rate provided in the Notesand in Section 4.01 hereof.

 

33

----

## *SECTION 3.06*.    NOTES REDEEMED IN PART.

## * *

Upon surrender of a Notethat is redeemed in part, the Issuer shall issue and, upon the Issuer’s writtenrequest, the Trustee shall authenticate for the Holder at the expense of theIssuer a new Note equal in principal amount to the unredeemed portion of theNote surrendered.

 

## *SECTION 3.07*.    OPTIONAL REDEMPTION.

## * *

### (a)         Prior to September 30, 2004, the Notesmay be redeemed at any time at the option of the Issuer in whole or in part,upon not less than 30 nor more than 60 days’ notice, in cash at a redemptionprice equal to 106% of Accreted Value. Thereafter, the Notes will be subject to redemption at any time at theoption of the Issuer, in whole or in part, upon not less than 30 nor more than60 days’ notice, in cash at the redemption prices (expressed as percentages ofAccreted Value) set forth below, if redeemed during the twelve-month periodbeginning on September 30 of the years indicated below:

###  

| **Year**                      |   | **Percentage** |   |
|-------------------------------|--------|----------------|--------|
|                          |   |           |   |
| 2004                          |   | 104.000        | %      |
|                          |   |           |   |
| 2005                          |   | 102.000        | %      |
|                          |   |           |   |
| 2006 and thereafter |   | 100.000        | %      |

###  

### (b)         Any redemption pursuant to this Section3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06hereof.

###  

## *SECTION 3.08*.    MANDATORY REDEMPTION.

## * *

The Issuer is notrequired to make mandatory redemption of, or sinking fund payments with respectto, the Notes.

 

## *SECTION 3.09*.    OFFER TO PURCHASE BY APPLICATIONOF EXCESS PROCEEDS.

## * *

In the event that,pursuant to Section 4.10 hereof, the Issuer shall be required to commence anoffer to all Holders to purchase Notes (an “*Asset Sale Offer*”), it shall follow theprocedures specified below.

 

The Asset Sale Offershall remain open for a period of 20 Business Days following its commencementand no longer, except to the extent that a longer period is required byapplicable law (the “*Offer Period*”).  No later than five Business Days after the termination of theOffer Period (the “*Purchase Date*”), the Issuer shall purchasethe principal amount of Notes required to be purchased pursuant to Section 4.10hereof (the “*Offer Amount*”) or, if less than the Offer Amount has beentendered, all Notes tendered in response to the Asset Sale Offer.

 

Upon the commencement ofan Asset Sale Offer, the Issuer shall send, by first class mail, a notice tothe Trustee and each of the Holders, with a copy to the Trustee.  The notice shall contain all instructionsand materials necessary to enable such Holders to tender Notes pursuant to theAsset Sale Offer.  The Asset Sale Offershall be made to all Holders.  Thenotice, which shall govern the terms of the Asset Sale Offer, shall state:

 

### (a)         that the Asset Sale Offer is being madepursuant to this Section 3.09 and Section 4.10 hereof and the length oftime the Asset Sale Offer shall remain open;

 

34

----

 

### (b)         the Offer Amount, the purchase price andthe Purchase Date;

###  

### (c)         that any Note not tendered or acceptedfor payment shall continue to accrete principal;

###  

### (d)         that, unless the Issuer defaults inmaking such payment, any Note accepted for payment pursuant to the Asset SaleOffer shall cease to accrete principal after the Purchase Date;

###  

### (e)         that Holders electing to have a Notepurchased pursuant to an Asset Sale Offer may only elect to have all of suchNote purchased and may not elect to have only a portion of such Note purchased;

###  

### (f)          that Holders electing to have a Notepurchased pursuant to any Asset Sale Offer shall be required to surrender theNote, with the form entitled “Option of Holder to Elect Purchase” on thereverse of the Note completed, or transfer by book-entry transfer, to theIssuer, a depositary, if appointed by the Issuer, or a Paying Agent at theaddress specified in the notice at least three days before the Purchase Date;

###  

### (g)         that Holders shall be entitled towithdraw their election if the Issuer, the Depositary or the Paying Agent, asthe case may be, receives, not later than the expiration of the Offer Period, atelegram, telex, facsimile transmission or letter setting forth the name of theHolder, the principal amount at maturity of the Note the Holder delivered forpurchase and a statement that such Holder is withdrawing his election to havesuch Note purchased;

###  

### (h)         that, if the Accreted Value of Notessurrendered by Holders exceeds the Offer Amount, the Issuer shall select the Notesto be purchased on a *pro rata* basis (with such adjustments asmay be deemed appropriate by the Issuer so that only Notes in denominations of$1,000 principal amount at maturity, or integral multiples thereof, shall bepurchased); and

###  

### (i)          that Holders whose Notes were purchasedonly in part shall be issued new Notes equal in principal amount to theunpurchased portion of the Notes surrendered (or transferred by book-entrytransfer).

###  

On or before the PurchaseDate, the Issuer shall, to the extent lawful, accept for payment, on a *pro rata*basis to the extent necessary, the Offer Amount of Notes or portions thereoftendered pursuant to the Asset Sale Offer, or if less than the Offer Amount hasbeen tendered, all Notes tendered, and shall deliver to the Trustee anOfficers’ Certificate stating that such Notes or portions thereof were acceptedfor payment by the Issuer in accordance with the terms of this Section3.09.  The Issuer, the Depositary or thePaying Agent, as the case may be, shall promptly (but in any case not laterthan five days after the Purchase Date) mail or deliver to each tenderingHolder an amount equal to the purchase price of the Notes tendered by suchHolder and accepted by the Issuer for purchase, and the Issuer shall promptlyissue a new Note, and the Trustee, upon written request from the Issuer shallauthenticate and mail or deliver such new Note to such Holder, in a principalamount at maturity equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptlymailed or delivered by the Issuer to the Holder thereof.  The Issuer shall publicly announce theresults of the Asset Sale Offer on the Purchase Date.

 

Other than asspecifically provided in this Section 3.09, any purchase pursuant to thisSection 3.09 shall be made pursuant to the provisions ofSections 3.01 through 3.06 hereof.

 

35

----

 

# ARTICLE 4.

# COVENANTS

#  

## *SECTION 4.01*.    PAYMENT OF NOTES.

## * *

The Issuer shall pay orcause to be paid the principal of, and premium, if any, on the Notes on thedates and in the manner provided in the Notes. Principal and premium, if any, shall be considered paid on the date dueif the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds asof 10:00 a.m. Eastern Time on the due date money deposited by the Issuer inimmediately available funds and designated for and sufficient to pay allprincipal and premium, if any, then due.

 

The Issuer shall payinterest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue principal at a rate equal to 18% per annum to theextent lawful.

 

## *SECTION 4.02*.    MAINTENANCE OF OFFICE OR AGENCY.

## * *

The Issuer shall maintainin the Borough of Manhattan, the City of New York, an office or agency (whichmay be an office of the Trustee or an affiliate of the Trustee, Registrar orco-registrar) where Notes may be surrendered for registration of transfer orfor exchange and where notices and demands to or upon the Issuer in respect ofthe Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of thelocation, and any change in the location, of such office or agency.  If at any time the Issuer shall fail tomaintain any such required office or agency or shall fail to furnish theTrustee with the address thereof, such presentations, surrenders, notices anddemands may be made or served at the Corporate Trust Office of the Trustee.

 

The Issuer may also fromtime to time designate one or more other offices or agencies where the Notesmay be presented or surrendered for any or all such purposes and may from timeto time rescind such designations; *provided, however*, that no suchdesignation or rescission shall in any manner relieve the Issuer of itsobligation to maintain an office or agency in the Borough of Manhattan, theCity of New York for such purposes.  TheIssuer shall give prompt written notice to the Trustee of any such designationor rescission and of any change in the location of any such other office oragency.

 

The Issuer herebydesignates the Corporate Trust Office of the Trustee as one such office oragency of the Issuer in accordance with Section 2.03 hereof.

 

## *SECTION 4.03*.    REPORTS.

## * *

Whether or not requiredby the rules and regulations of the Commission, so long as any Notes areoutstanding, the Issuer will furnish to the Holders of Notes (a) all quarterlyand annual financial information that would be required to be contained in afiling with the Commission on Forms 10-Q and 10-K if the Issuer were requiredto file such Forms, including a “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and, with respect to the annualinformation only, a report thereon by the Issuer’s certified independentaccountants (*provided* that the Issuer may deliver financial informationwith respect to its (direct or indirect) parent if the Issuer delivers to theTrustee an Officer’s Certificate certifying that such financial information issubstantially equivalent to the financial information with respect to theIssuer) and (b) all current reports that would be required to be filed with theCommission on Form 8-K if the Issuer were required to file such reports, ineach case, within the time periods specified in the Commission’s rules andregulations. In addition, the Issuer and the Guarantors have agreed that, forso long as any Notes remain outstanding, they will furnish to the Holders andto securities analysts and prospective investors, upon their request, theinformation required to be delivered pursuant to Rule 144A(d)(4) under theSecurities Act.

 

36

----

 

## *SECTION 4.04*.    COMPLIANCE CERTIFICATE.

## * *

### (a)         The Issuer and each Guarantor (to theextent that such Guarantor is so required under the TIA) shall deliver to theTrustee, within 90 days after the end of each fiscal year, an Officers’Certificate stating that a review of the activities of the Issuer and itsSubsidiaries during the preceding fiscal year have been made under thesupervision of the signing Officers with a view to determining whether theIssuer and each Guarantor have kept, observed, performed and fulfilled theirobligations under this Indenture, and further stating, as to each such Officersigning such certificate, that to the best of his or her knowledge the Issueror such Guarantor has kept, observed, performed and fulfilled each and everycovenant contained in this Indenture and is not in default in the performanceor observance of any of the terms, provisions and conditions of this Indenture(or, if a Default or Event of Default shall have occurred, describing all suchDefaults or Events of Default of which he or she may have knowledge and whataction the Issuer is taking or proposes to take with respect thereto).

###  

### (b)         So long as not contrary to the thencurrent recommendations of the American Institute of Certified PublicAccountants, the year-end financial statements delivered pursuant toSection 4.03(a) above shall be accompanied by a written statement of theIssuer’s independent public accountants (which shall be a firm of establishednational reputation) that in making the examination necessary for certificationof such financial statements, nothing has come to their attention that wouldlead them to believe that the Issuer has violated any provisions of Article 4or Article 5 hereof or, if any such violation has occurred, specifying thenature and period of existence thereof, it being understood that suchaccountants shall not be liable directly or indirectly to any Person for any failureto obtain knowledge of any such violation.

###  

### (c)         The Issuer shall, so long as any of theNotes are outstanding, deliver to the Trustee, forthwith upon any Officerbecoming aware of any Default or Event of Default, an Officers’ Certificatespecifying such Default or Event of Default and what action the Issuer istaking or proposes to take with respect thereto.

###  

## *SECTION 4.05*.    TAXES.

## * *

The Issuer shall pay, andshall cause each of its Subsidiaries to pay, prior to delinquency, all materialtaxes, assessments, and governmental levies except such as are contested ingood faith and by appropriate proceedings or where the failure to effectsuch payment is not adverse in any material respect to the Holders of theNotes.

 

## *SECTION 4.06*.    STAY, EXTENSION AND USURY LAWS.

## * *

The Issuer and each ofthe Guarantors covenant (to the extent that they may lawfully do so) that theyshall not at any time insist upon, plead, or in any manner whatsoever claim ortake the benefit or advantage of, any stay, extension or usury law whereverenacted, now or at any time hereafter in force, that may affect the covenantsor 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 benefitor advantage of any such law, and covenant that they shall not, by resort toany such law, hinder, delay or impede the execution of any power herein grantedto the Trustee, but shall suffer and permit the execution of every such poweras though no such law has been enacted.

 

37

----

 

## *SECTION 4.07*.    RESTRICTED PAYMENTS.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, directly or indirectly,(a) declare or pay any dividend or make any other payment or distribution onaccount of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests(other than dividends or distributions payable in Equity Interests (other thanDisqualified Stock) of the Issuer or dividends or distributions payable to theIssuer or any Wholly Owned Restricted Subsidiary of the Issuer); (b) purchase,redeem or otherwise acquire or retire for value any Equity Interests of theIssuer, any of its Restricted Subsidiaries or any other Affiliate of the Issuer(other than any such Equity Interests owned by the Issuer or any RestrictedSubsidiary of the Issuer); (c) make any principal payment on or with respectto, or purchase, redeem, defease or otherwise acquire or retire for value, anyIndebtedness of the Issuer that is subordinated in right of payment to theNotes, except in accordance with the mandatory redemption or repaymentprovisions set forth in the original documentation governing such Indebtedness(but not pursuant to any mandatory offer to repurchase upon the occurrence ofany event); or (d) make any Restricted Investment (all such payments and otheractions set forth in clauses (a) through (d) above being collectively referredto as “*RestrictedPayments*”).

 

The foregoing provisionswill not prohibit:

 

### (a)         the payment of any dividend within 60days after the date of declaration thereof, if at said date of declaration suchpayment would have complied with the provisions of this Indenture;

###  

### (b)         (i) the redemption, repurchase,retirement, defeasance or other acquisition of any subordinated Indebtedness orEquity Interests of the Issuer (the “*Retired Capital Stock*”) in exchange for,or out of the net cash proceeds of the substantially concurrent sale (otherthan to a Subsidiary of the Issuer) of, other Equity Interests of the Issuer(other than any Disqualified Stock) (the “*Refunding Capital Stock*”), *provided*that the amount of any such net cash proceeds that are utilized for any suchredemption, repurchase, retirement, defeasance or other acquisition shall beexcluded from clause (iii)(B) of the preceding paragraph;

###  

### (c)         the defeasance, redemption, repurchase,retirement or other acquisition of subordinated Indebtedness with the net cashproceeds from an incurrence of, or in exchange for, Permitted RefinancingIndebtedness;

###  

### (d)         the repurchase, redemption or otheracquisition or retirement for value of any Equity Interests of the Issuer orHoldings held by any member of Holdings’ or the Issuer’s (or any of itsRestricted Subsidiaries’) management pursuant to any management equitysubscription agreement or stock option agreement and any dividend to Holdingsto fund any such repurchase, redemption, acquisition or retirement, *provided*that (i) the aggregate price paid for all such repurchased, redeemed, acquiredor retired Equity Interests shall not exceed (x) $4.0 million in any calendaryear (with unused amounts in any calendar year being carried over to succeedingcalendar years subject to a maximum (without giving effect to the followingclause (y)) of $7.0 million in any calendar year), plus (y) the aggregate cashproceeds received by the Issuer during such calendar year from any reissuanceof Equity Interests by the Issuer or Holdings to members of management of theIssuer and its Restricted Subsidiaries and (ii) no Default or Event of Defaultshall have occurred and be continuing immediately after such transaction;

###  

### (e)         the payment of dividends or the making ofloans or advances by the Issuer to Holdings not to exceed $3.0 million in anyfiscal year for costs and expenses incurred by Holdings in its capacity as aholding company or for services rendered by Holdings on behalf of the Issuer;

###  

### (f)          payments or distributions to Holdingspursuant to any Tax Sharing Agreement;

 

38

----

 

### (g)         the payment of dividends by a RestrictedSubsidiary on any class of common stock of such Restricted Subsidiary if (i)such dividend is paid pro rata to all holders of such class of common stock and(ii) at least 51% of such class of common stock is held by the Issuer or one ormore of its Restricted Subsidiaries;

###  

### (h)         the repurchase of any class of commonstock of a Restricted Subsidiary if (i) such repurchase is made pro rata withrespect to such class of common stock and (ii) at least 51% of such class ofcommon stock is held by the Issuer or one or more of its RestrictedSubsidiaries;

###  

### (i)          any other Restricted Investment made in aPermitted Business which, together with all other Restricted Investments madepursuant to this clause (i) since the date of this Indenture, does not exceed$25.0 million (in each case, after giving effect to all subsequent reductionsin the amount of any Restricted Investment made pursuant to this clause (i),either as a result of (i) the repayment or disposition thereof for cash or (ii)the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary(valued proportionate to the Issuer’s equity interest in such Subsidiary at thetime of such redesignation) at the fair market value of the net assets of suchSubsidiary at the time of such redesignation), in the case of clause (i) and(ii), not to exceed the amount of such Restricted Investment previously madepursuant to this clause (i); *provided* that no Default or Event ofDefault shall have occurred and be continuing immediately after making suchRestricted Investment;

###  

### (j)          the declaration and payment of dividendsto holders of any class or series of Disqualified Stock of the Issuer or anyRestricted Subsidiary issued on or after the date of this Indenture inaccordance with Section 4.09 hereof; *provided* that no Default or Event ofDefault shall have occurred and be continuing immediately after making suchRestricted Payment;

###  

### (k)         repurchases of Equity Interests deemed tooccur upon exercise of stock options if such Equity Interests represent aportion of the exercise price of such options;

###  

### (l)          the payment of dividends or distributionson the Issuer’s common stock, following the first public offering of theIssuer’s common stock or Holdings’ common stock after the date of thisIndenture, of up to 6.0% per annum of (i) the net proceeds received by theIssuer from such public offering of its common stock or (ii) the net proceedsreceived by the Issuer from such public offering of Holdings’ common stock ascommon equity or preferred equity (other than Disqualified Stock), other than,in each case, with respect to public offerings with respect to the Issuer’scommon stock or Holdings’ common stock registered on Form S-8; *provided*that no Default or Event of Default shall have occurred and be continuingimmediately after any such payment of dividends or distributions;

###  

### (m)        the pledge by the Issuer of the CapitalStock of an Unrestricted Subsidiary of the Issuer to secure Non-Recourse Debtof such Unrestricted Subsidiary;

###  

### (n)         the purchase, redemption or otheracquisition or retirement for value of any Equity Interests of any RestrictedSubsidiary issued after the date of this Indenture, *provided* that the aggregateprice paid for any such repurchased, redeemed, acquired or retired EquityInterests shall not exceed the sum of (i) the amount of cash and CashEquivalents received by such Restricted Subsidiary from the issue or salethereof and (ii) any accrued dividends thereon the payment of which would bepermitted pursuant to clause (j) above;

###  

### (o)         any Investment in an UnrestrictedSubsidiary that is funded by Qualified Proceeds received by the Issuer on orafter the date of the Indenture from contributions to the Issuer’s capital orfrom the issue and sale on or after the date of this Indenture of EquityInterests of the Issuer or of Disqualified Stock or convertible debt securitiesto the extent they have been converted into such Equity Interests (other thanEquity Interests, Disqualified Stock or convertible debt securities sold to aSubsidiary of the Issuer and other

 

39

----

 

than Disqualified Stock orconvertible debt securities that have been converted into Disqualified Stock)in an amount (measured at the time such Investment is made and without givingeffect to subsequent changes in value) that does not exceed the amount of suchQualified Proceeds;

###  

### (p)         distributions or payments of ReceivablesFees; and

###  

### (q)         the repurchase of any Subordinated Debtat a purchase price not greater than 101% of the principal amount (or accretedvalue, as applicable) thereof in the event of (x) a Change of Control or (y) anAsset Sale; provided that, in each case, prior to the repurchase, the Issuerhas made an offer to purchase the Notes pursuant to the Indenture and hasrepurchased all Notes that were validly tendered for payment in connection withthe offer to purchase.

###  

The board of directors ofthe Issuer may designate any Restricted Subsidiary to be an UnrestrictedSubsidiary if such designation would not cause a Default. For purposes ofmaking such designation, all outstanding Investments by the Issuer and itsRestricted Subsidiaries (except to the extent repaid in cash) in the Subsidiaryso designated will be deemed to be made at the time of such designation.  All such outstanding Investments will bedeemed to constitute Investments in an amount equal to the greater of (i) thenet book value of such Investments at the time of such designation and (ii) thefair market value of such Investments at the time of such designation. Suchdesignation will only be permitted if such Restricted Investment would bepermitted at such time and if such Restricted Subsidiary otherwise meets thedefinition of an Unrestricted Subsidiary.

 

The amount of (i) allRestricted Payments (other than cash) shall be the fair market value on thedate of the Restricted Payment of the asset(s) or securities proposed to betransferred or issued by the Issuer or such Restricted Subsidiary, as the casemay be, pursuant to the Restricted Payment and (ii) Qualified Proceeds (otherthan cash) shall be the fair market value on the date of receipt thereof by theIssuer of such Qualified Proceeds. The fair market value of any non-cashRestricted Payment shall be determined by the board of directors of the Issuerwhose resolution with respect thereto shall be delivered to the Trustee. Notlater than the date of making any Restricted Payment, the Issuer shall deliverto the Trustee an Officers’ Certificate stating that such Restricted Payment ispermitted and setting forth the basis upon which the calculations required bythis Section 4.07 were computed.

 

## *SECTION 4.08*.    DIVIDEND AND OTHER PAYMENTRESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, directly or indirectly,create or otherwise cause or suffer to exist or become effective anyencumbrance or restriction on the ability of any Restricted Subsidiary to(a)(i) pay dividends or make any other distributions to the Issuer or any ofits Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to anyother interest or participation in, or measured by, its profits, or (ii) payany 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) transfer any of its properties or assets to the Issuer or any of itsRestricted Subsidiaries. However, the foregoing restrictions will not apply toencumbrances or restrictions existing under or by reason of (a) ExistingIndebtedness as in effect on the date of this Indenture, (b) the Senior CreditFacility and the Second Lien Credit Facility as in effect as of the date ofthis Indenture, and any amendments, modifications, restatements, renewals,increases, supplements, refundings, replacements or refinancings thereof, (c)this Indenture and the Notes, (d) applicable law and any applicable rule,regulation or order, (e) any agreement or instrument of a Person acquired bythe Issuer or any of its Restricted Subsidiaries as in effect at the time ofsuch acquisition (except to the extent created in contemplation of suchacquisition), which encumbrance or restriction is not applicable to any Person,or the properties or

 

40

----

 

assets of any Person, otherthan the Person, or the property or assets of the Person, so acquired, *provided*that, in the case of Indebtedness, such Indebtedness was permitted by the termsof this Indenture to be incurred, (f) customary non-assignment provisions inleases and contracts entered into in the ordinary course of business andconsistent with past practices, (g) purchase money obligations for propertyacquired in the ordinary course of business that impose restrictions of thenature described in clause (e) above on the property so acquired, (h) contractsfor the sale of assets, including, without limitation, customary restrictionswith respect to a Subsidiary pursuant to an agreement that has been entered intofor the sale or disposition of all or substantially all of the Capital Stock orassets of such Subsidiary, (i) Permitted Refinancing Indebtedness, *provided*that the restrictions contained in the agreements governing such PermittedRefinancing Indebtedness are, in the good faith judgment of the Issuer’s boardof directors, not materially less favorable, taken as a whole, to the Holdersof the Notes than those contained in the agreements governing the Indebtednessbeing refinanced, (j) secured Indebtedness otherwise permitted to be incurredpursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor todispose of the assets securing such Indebtedness, (k) restrictions on cash orother deposits or net worth imposed by customers under contracts entered intoin the ordinary course of business, (l) other Indebtedness or DisqualifiedStock of Restricted Subsidiaries permitted to be incurred subsequent to theIssuance Date pursuant to the provisions of Section 4.09 hereof, (m) customaryprovisions in joint venture agreements and other similar agreements enteredinto in the ordinary course of business, and (n) restrictions created inconnection with any Receivables Facility that, in the good faith determinationof the board of directors of the Issuer, are necessary or advisable to effectsuch Receivables Facility.

 

## *SECTION 4.09*.    INCURRENCE OF INDEBTEDNESS ANDISSUANCE OF PREFERRED STOCK.

## * *

### (a)         The Issuer shall not, and shall notpermit any of its Restricted Subsidiaries to, directly or indirectly, create,incur, issue, assume, guarantee or otherwise become directly or indirectlyliable, contingently or otherwise, with respect to (collectively, “*incur*”)any Indebtedness (including Acquired Indebtedness), (b) the Issuer will not,and will not permit any of its Restricted Subsidiaries to, issue any shares ofDisqualified Stock and (c) the Issuer will not permit any of its RestrictedSubsidiaries to issue any shares of preferred stock.

###  

The provisions of thefirst paragraph of this Section 4.09 will not apply to the incurrence of any ofthe following items of Indebtedness (collectively, “*Permitted Indebtedness*”):

 

### (i)          the incurrence by the Issuer and itsRestricted Subsidiaries of Indebtedness under (a) the Senior Credit Facility; *provided*that the aggregate principal amount of all Indebtedness (with letters of creditbeing deemed to have a principal amount equal to the maximum potentialliability of the Issuer and such Restricted Subsidiaries thereunder) thenclassified as having been incurred in reliance upon this clause (i) (a) thatremains outstanding under the Senior Credit Facility after giving effect tosuch incurrence does not exceed an amount equal to $114.5 million plus the NetSenior Ratio Debt Amount (as defined in the Second Lien Credit Facility in effectof the date of the Indenture); (b) the Second Lien Credit Facility; *provided*that the aggregate principal amount of Indebtedness then classified as havingbeen incurred in reliance upon this clause (i)(b) that remains outstandingunder the Second Lien Credit Facility after giving effect to such incurrencedoes not exceed an amount equal to (1) $80.0 million *plus* (2) any additionalamounts representing payment of interest thereon in kind and (c) any CreditFacility; *provided*that the aggregate principal amount of Indebtedness then classified as havingbeen incurred in reliance upon this clause (i)(c) that remains outstandingunder Credit Facilities after giving effect to such incurrence does not exceedan amount equal to $20.0 million and *provided further* that such incurrenceunder this clause (c) is permitted by Section 6.1(x) of the Second Lien CreditFacility as in effect on the Issue Date;

###  

### (ii)         the incurrence by the Issuer and itsRestricted Subsidiaries of Existing Indebtedness;

 

41

----

 

### (iii)        theincurrence by the Issuer of Indebtedness represented by the Notes and thisIndenture and by the Guarantors of Indebtedness represented by the NoteGuarantees;

###  

### (iv)        the incurrence by Foreign RestrictedSubsidiaries of Indebtedness in an aggregate principal amount (or accretedvalue, as applicable) not to exceed $10.0 million outstanding after givingeffect to such incurrence;

###  

### (v)         the incurrence by the Issuer or any ofits Restricted Subsidiaries of Indebtedness represented by Capital ExpenditureIndebtedness, Capital Lease Obligations or purchase money obligations, in eachcase, incurred for the purpose of financing all or any part of the purchaseprice or cost of construction or improvement of property, plant or equipmentused in the business of the Issuer or such Restricted Subsidiary, in anaggregate principal amount (or accreted value, as applicable) not to exceed$7.5 million outstanding after giving effect to such incurrence;

###  

### (vi)        Indebtedness arising from agreements ofthe Issuer or any Restricted Subsidiary providing for indemnification,adjustment of purchase price or similar obligations, in each case, incurred orassumed in connection with the disposition of any business, assets or aSubsidiary, other than guarantees of Indebtedness incurred by any Personacquiring all or any portion of such business, assets or Restricted Subsidiaryfor the purpose of financing such acquisition; *provided* that (A) suchIndebtedness is not reflected on the balance sheet of the Issuer or anyRestricted Subsidiary (contingent obligations referred to in a footnote orfootnotes to financial statements and not otherwise reflected on the balancesheet will not be deemed to be reflected on such balance sheet for purposes ofthis clause (A)) and (B) the maximum assumable liability in respect of suchIndebtedness shall at no time exceed the gross proceeds including non-cashproceeds (the fair market value of such non-cash proceeds being measured at thetime received and without giving effect to any subsequent changes in value)actually received by the Issuer and/or such Restricted Subsidiary in connectionwith such disposition;

###  

### (vii)       theincurrence by the Issuer or any of its Restricted Subsidiaries of PermittedRefinancing Indebtedness in exchange for, or the net proceeds of which are usedto refund, refinance or replace Indebtedness (other than intercompanyIndebtedness) that was permitted by this Indenture to be incurred;

###  

### (viii)      theincurrence by the Issuer or any of its Restricted Subsidiaries of intercompanyIndebtedness between or among the Issuer and/or any of its RestrictedSubsidiaries; *provided* that (i) if the Issuer is the obligor on suchIndebtedness, such Indebtedness is expressly subordinated to the prior paymentin full in cash of all Obligations with respect to the Notes, (ii) theaggregate principal amount (or accreted value, as applicable) of suchIndebtedness of Foreign Restricted Subsidiaries owed to the Issuer or anyDomestic Subsidiary, *plus* the aggregate amount of outstandingInvestments (valued at the time made, without taking into account subsequentchanges in value) by the Issuer and its Domestic Subsidiaries in ForeignRestricted Subsidiaries pursuant to clause (a) of the definition of “PermittedInvestments” shall not exceed at any time $10.0 million and (iii)(A) anysubsequent issuance or transfer of Equity Interests that results in any suchIndebtedness being held by a Person other than the Issuer or a RestrictedSubsidiary thereof and (B) any sale or other transfer of any such Indebtednessto a Person that is not either the Issuer or a Restricted Subsidiary thereofshall be deemed, in each case, to constitute an incurrence of such Indebtednessby the Issuer or such Restricted Subsidiary, as the case may be, that was notpermitted by this clause (viii);

###  

### (ix)         the incurrence by the Issuer or any ofits Restricted Subsidiaries of Hedging Obligations that are incurred for thepurpose of fixing or hedging (A) interest rate risk with respect to anyfloating rate Indebtedness that is permitted by the terms of this Indenture tobe outstanding and (B) exchange rate risk with respect to agreements orIndebtedness of such Person payable denominated in a currency other than U.S.

 

42

----

 

dollars, *provided* that suchagreements do not increase the Indebtedness of the obligor outstanding at anytime other than as a result of fluctuations in foreign currency exchange ratesor interest rates or by reason of fees, indemnities and compensation payablethereunder;

###  

### (x)          the guarantee by the Issuer or any of itsRestricted Subsidiaries of Indebtedness of the Issuer or a RestrictedSubsidiary of the Issuer that was permitted to be incurred by another provisionof this Section 4.09;

###  

### (xi)         the incurrence by the Issuer or any ofits Restricted Subsidiaries of Acquired Indebtedness in an aggregate principalamount (or accreted value, as applicable) not to exceed $5.0 millionoutstanding after giving effect to such incurrence;

###  

### (xii)        obligationsin respect of performance and surety bonds and completion guarantees providedby the Issuer or any Restricted Subsidiary in the ordinary course of business;

###  

### (xiii)       theincurrence by the Issuer or any of its Restricted Subsidiaries of additionalIndebtedness in an aggregate principal amount (or accreted value, asapplicable) outstanding after giving effect to such incurrence, including allPermitted Refinancing Indebtedness incurred to refund, refinance or replace anyIndebtedness incurred pursuant to this clause (xiii), not to exceed $10.0million; and

###  

### (xiv)      theincurrence by the Issuer and its Restricted Subsidiaries of Indebtedness underthe Senior Subordinated Notes in an aggregate principal amount of (a) $100million *minus*(b) the aggregate principal amount of Exchanged Senior Subordinated Notes.

###  

For purposes ofdetermining compliance with this Section 4.09, in the event that an item ofIndebtedness meets the criteria of more than one of the categories of PermittedIndebtedness described in clauses (i) through (xiv) above, the Issuer shall, inits sole discretion, classify such item of Indebtedness in any manner thatcomplies with this Section 4.09 and such item of Indebtedness will be treatedas having been incurred pursuant to only one of such clauses. In addition, theIssuer may, at any time, change the classification of an item of Indebtedness(or any portion thereof) to any other clause *provided* that the Issuerwould be permitted to incur such item of Indebtedness (or such portion thereof)pursuant to such other clause at such time of reclassification. Accrual ofinterest, accretion or amortization of original issue discount will not bedeemed to be an incurrence of Indebtedness for purposes of this Section 4.09.

 

## *SECTION 4.10*.    ASSET SALES

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, consummate an AssetSale unless (a) the Issuer or such Restricted Subsidiary, as the case may be,receives consideration at the time of such Asset Sale at least equal to thefair market value (evidenced by a resolution of the board of directors setforth in an Officers’ Certificate delivered to the Trustee) of the assets orEquity Interests issued or sold or otherwise disposed of and (b) at least 75%of the consideration therefor received by the Issuer or such RestrictedSubsidiary is in the form of (i) cash or Cash Equivalents or (ii) property orassets that are used or useful in a Permitted Business, or the Capital Stock ofany Person engaged in a Permitted Business if, as a result of the acquisitionby the Issuer or any Restricted Subsidiary thereof, such Person becomes aRestricted Subsidiary; *provided* that the amount of (x) anyliabilities (as shown on the Issuer’s or such Restricted Subsidiary’s mostrecent balance sheet), of the Issuer or any Restricted Subsidiary (other thancontingent liabilities and liabilities that are by their terms subordinated tothe Notes or any guarantee thereof) that are assumed by the transferee of anysuch assets pursuant to a customary novation agreement that releases the Issueror such Restricted Subsidiary from further liability, (y) any securities, notesor other obligations received by the Issuer or any such Restricted Subsidiaryfrom such transferee that are contemporaneously (subject to

 

43

----

 

ordinary settlement periods)converted by the Issuer or such Restricted Subsidiary into cash or CashEquivalents (to the extent of the cash or Cash Equivalents received), and (z)any Designated Noncash Consideration received by the Issuer or any of itsRestricted Subsidiaries in such Asset Sale having an aggregate fair marketvalue, taken together with all other Designated Noncash Consideration receivedpursuant to this clause (z) that is at that time outstanding, not to exceed 15%of Total Assets at the time of the receipt of such Designated NoncashConsideration (with the fair market value of each item of Designated NoncashConsideration being measured at the time received and without giving effect tosubsequent changes in value), shall be deemed to be cash for purposes of thisSection 4.10; and *provided*further that the 75% limitation referred to inclause (b) above will not apply to any Asset Sale in which the cash or CashEquivalents portion of the consideration received therefrom, determined inaccordance with the foregoing proviso, is equal to or greater than what theafter-tax proceeds would have been had such Asset Sale complied with theaforementioned 75% limitation.

 

Within 365 days after thereceipt of any Net Proceeds from an Asset Sale, the Issuer or any suchRestricted Subsidiary shall apply such Net Proceeds, at its option (or to theextent the Issuer is required to apply such Net Proceeds pursuant to the termsof the Senior Credit Facility or Second Lien Credit Facility), to (a) repay orpurchase Pari Passu Indebtedness of the Issuer or any Indebtedness of anyRestricted Subsidiary, *provided* that, if the Issuer shall sorepay or purchase Pari Passu Indebtedness of the Issuer (other than securedIndebtedness), it will equally and ratably reduce Indebtedness under the Notesif the Notes are then redeemable, or, if the Notes may not then be redeemed,the Issuer shall make an offer (in accordance with the procedures set forthbelow for an Asset Sale Offer) to all Holders of Notes to purchase at apurchase price equal to 100% of the Accreted Value of the Notes, the Notes thatwould otherwise be redeemed or (b) an investment in property, the makingof a capital expenditure or the acquisition of assets that are used or usefulin a Permitted Business, or Capital Stock of any Person primarily engaged in aPermitted Business if (i) as a result of the acquisition by the Issuer orany Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiaryor (ii) the Investment in such Capital Stock is permitted by clause(f) of the definition of Permitted Investments. Pending the finalapplication of any such Net Proceeds, the Issuer may temporarily reduceIndebtedness or otherwise invest such Net Proceeds in any manner that is notprohibited by this Indenture. Any Net Proceeds from Asset Sales that are notapplied or invested as provided in the first sentence of this paragraph will bedeemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceedsexceeds $10.0 million, the Issuer shall be required to make an offer to allHolders of Notes (an “Asset Sale Offer”) to purchase the maximum principalamount at maturity of Notes that may be purchased out of the Excess Proceeds,at an offer price in cash in an amount equal to 100% of the Accreted Valuethereof, in accordance with the procedures set forth in this Indenture. To theextent that any Excess Proceeds remain after consummation of an Asset SaleOffer, the Issuer may use such Excess Proceeds for any purpose not otherwiseprohibited by this Indenture. If the aggregate principal amount of Notessurrendered by Holders thereof in connection with an Asset Sale Offer exceedsthe amount of Excess Proceeds, the Trustee shall select the Notes to be purchasedas set forth in Section 3.02 hereof. Upon completion of such offer to purchase,the amount of Excess Proceeds shall be reset at zero.

 

The Issuer shall complywith the requirements of Rule 14e-1 under the Exchange Act and any othersecurities laws and regulations thereunder to the extent such laws andregulations are applicable in connection with the repurchase of the Notespursuant to an Asset Sale Offer. To the extent that the provisions of anysecurities laws or regulations conflict with the provisions of this Indenturerelating to such Asset Sale Offer, the Issuer will comply with the applicablesecurities laws and regulations and shall not be deemed to have breached itsobligations described in this Indenture by virtue thereof.

 

44

----

 

## *SECTION 4.11*.    TRANSACTIONS WITH AFFILIATES.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, make any payment to, orsell, lease, transfer or otherwise dispose of any of its properties or assetsto, or purchase any property or assets from, or enter into or make or amend anytransaction, contract, agreement, understanding, loan, advance or guaranteewith, or for the benefit of, any Affiliate of the Issuer (each of theforegoing, an “*Affiliate Transaction*”), unless (a) such AffiliateTransaction is on terms that are no less favorable to the Issuer or suchRestricted Subsidiary than those that would have been obtained in a comparabletransaction by the Issuer or such Restricted Subsidiary with an unrelatedPerson and (b) the Issuer delivers to the Trustee, with respect to anyAffiliate Transaction or series of related Affiliate Transactions involvingaggregate consideration in excess of $7.5 million, either (i) a resolution ofthe board of directors set forth in an Officers’ Certificate certifying thatsuch Affiliate Transaction complies with clause (a) above and that suchAffiliate Transaction has been approved by a majority of the disinterestedmembers of the board of directors or (ii) an opinion as to the fairness to theHolders of such Affiliate Transaction from a financial point of view issued byan accounting, appraisal or investment banking firm of national standing.

 

Notwithstanding theforegoing, the following items shall not be deemed to be AffiliateTransactions:

 

(a) customary directors’fees, indemnification or similar arrangements or any employment agreement orother compensation plan or arrangement entered into by the Issuer or any of itsRestricted Subsidiaries in the ordinary course of business (including ordinarycourse loans to employees not to exceed (i) $5.0 million outstanding in theaggregate at any time and (ii) $2.0 million to any one employee) and consistentwith the past practice of the Issuer or such Restricted Subsidiary; (b)transactions between or among the Issuer and/or its Restricted Subsidiaries;(c) payments of customary fees by the Issuer or any of its RestrictedSubsidiaries to DLJMB and its Affiliates made for any financial advisory,financing, underwriting or placement services or in respect of other investmentbanking activities, including, without limitation, in connection withacquisitions or divestitures which are approved by a majority of the board ofdirectors in good faith; (d) any agreement as in effect on the date of thisIndenture or any amendment thereto (so long as such amendment is notdisadvantageous to the Holders of the Notes in any material respect) or anytransaction contemplated thereby; (e) payments and transactions in connectionwith the Senior Credit Facility and the Second Lien Credit Facility, and thepayment of the fees and expenses with respect thereto; (f) Restricted Paymentsthat are permitted by Section 4.07 hereof and any Permitted Investments; (g)payments and transactions in connection with the GTP Investment, and thepayment of fees and expenses with respect thereto; and (h) sales of accountsreceivable, or participations therein, in connection with any ReceivablesFacility.

 

## *SECTION 4.12*.    LIENS.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, directly or indirectly,create, incur, assume or suffer to exist any Lien, other than a Permitted Lien,that secures obligations under any Pari Passu Indebtedness or subordinatedIndebtedness of the Issuer or any Restricted Subsidiary on any asset orproperty now owned or hereafter acquired by the Issuer or any of its RestrictedSubsidiaries, or any income or profits therefrom or assign or convey any rightto receive income therefrom, unless the Notes are equally and ratably securedwith the obligations so secured until such time as such obligations are nolonger secured by a Lien; *provided* that, in any case involving aLien securing subordinated Indebtedness of the Issuer, such Lien issubordinated to the Lien securing the Notes to the same extent that suchsubordinated Indebtedness is subordinated to the Notes.

 

## *SECTION 4.13*.    CORPORATE EXISTENCE.

## * *

Subject to Article 5hereof, the Issuer shall do or cause to be done all things necessary topreserve and keep in full force and effect (i) the corporate, partnership orother existence of itself and each of its

 

45

----

 

Subsidiaries, in accordancewith the respective organizational documents (as the same may be amended from timeto time) of the Issuer or any such Subsidiary and (ii) the rights (charter andstatutory), licenses and franchises of the Issuer and its Subsidiaries; *provided,however*, that the Issuer shall not be required to preserve any suchright, license or franchise, or the corporate, partnership or other existenceof itself and any of its Subsidiaries, if the Board of Directors shalldetermine that the preservation thereof is no longer desirable in the conductof the business of the Issuer and its Subsidiaries, taken as a whole, and thatthe loss thereof is not adverse in any material respect to the Holders of theNotes.

 

## *SECTION 4.14*.    OFFER TO REPURCHASE UPON CHANGE OFCONTROL.

## * *

### (a)         Upon the occurrence of a Change ofControl, each Holder of Notes will have the right to require the Issuer torepurchase all or any part (equal to $1,000 or an integral multiple thereof) ofsuch Holder’s Notes pursuant to the offer described below (the “*Change ofControl Offer*”) at an offer price in cash equal to 101% of theaggregate Accreted Value thereof (the “*Change of Control Payment*”).  Within 60 days following any Change ofControl, the Issuer will (or will cause the Trustee to) mail a notice to eachHolder describing the transaction or transactions that constitute the Change ofControl and offering to repurchase Notes on the date specified in such notice,which date shall be no earlier than 30 days and no later than 60 days from thedate such notice is mailed (the “*Change of Control Payment Date*”), pursuantto the procedures required by this Indenture and described in such notice. TheIssuer shall comply with the requirements of Rule 14e-1 under the Exchange Actand any other securities laws and regulations thereunder to the extent suchlaws and regulations are applicable in connection with the repurchase of theNotes as a result of a Change of Control. To the extent that the provisions ofany securities laws or regulations conflict with the provisions of thisIndenture relating to such Change of Control Offer, the Issuer shall complywith the applicable securities laws and regulations and shall not be deemed tohave breached their obligations described in this Indenture by virtue thereof.

###  

On the Change of ControlPayment Date, the Issuer shall, to the extent lawful, (a) accept for paymentall Notes or portions thereof properly tendered pursuant to the Change ofControl Offer, (b) deposit with the Paying Agent an amount equal to the Changeof Control Payment in respect of all Notes or portions thereof so tendered and(c) deliver or cause to be delivered to the Trustee the Notes so acceptedtogether with an Officers’ Certificate stating the aggregate Accreted Value andprincipal amount at maturity of Notes or portions thereof being purchased bythe Issuer. The Paying Agent will promptly mail to each Holder of Notes sotendered the Change of Control Payment for such Notes, and the Trustee willpromptly authenticate and mail (or cause to be transferred by book-entry) toeach Holder a new Note equal in principal amount at maturity to any unpurchasedportion of the Notes surrendered, if any; *provided* that each such new Note will bein a principal amount at maturity of $1,000 or an integral multiplethereof.  Prior to complying with theprovisions of this Section 4.14, but in any event within 90 days following aChange of Control, the Issuer shall either repay all outstanding Indebtednessor obtain the requisite consents, if any, under all agreements governingoutstanding Indebtedness to permit the repurchase of Notes required by thisSection 4.14. The Issuer shall publicly announce the results of the Change ofControl Offer on or as soon as practicable after the Change of Control PaymentDate.

 

### (b)         Notwithstanding anything to the contraryin this Section 4.14, the Issuer will not be required to make a Change ofControl Offer upon a Change of Control if a third party makes the Change ofControl Offer in the manner, at the times and otherwise in compliance with therequirements set forth in this Indenture applicable to a Change of Control Offermade by the Issuer and purchases all Notes validly tendered and not withdrawnunder such Change of Control Offer.

 

46

----

 

## *SECTION 4.15*.    SALE AND LEASEBACK TRANSACTIONS.

## * *

The Issuer shall not, andshall not permit any of its Restricted Subsidiaries to, enter into any sale andleaseback transaction; *provided* that the Issuer or any RestrictedSubsidiary may enter into a sale and leaseback transaction if (a) the Issuer orsuch Restricted Subsidiary, as the case may be, could have (i) incurredIndebtedness in an amount equal to the Attributable Indebtedness relating tosuch sale and leaseback transaction pursuant to Section 4.09 herein and (ii)incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof,(b) the gross cash proceeds of such sale and leaseback transaction are at leastequal to the fair market value (as determined in good faith by the board ofdirectors and set forth in an Officers’ Certificate delivered to the Trustee)of the property that is the subject of such sale and leaseback transaction and(c) the transfer of assets in such sale and leaseback transaction is permittedby, and the Issuer applies the proceeds of such transaction in compliance with,Section 4.10 hereof.

 

## *SECTION 4.16*.    ACCOUNTS RECEIVABLE FACILITY

## * *

No Accounts ReceivableSubsidiary will incur any Indebtedness if immediately after giving effect tosuch incurrence the aggregate outstanding Indebtedness of all AccountsReceivable Subsidiaries (excluding any Indebtedness owed to the Issuer or anyRestricted Subsidiary) would exceed $60.0 million.

 

## *SECTION 4.17*.    ADDITIONAL NOTE GUARANTEES

## * *

If the Issuer acquires orcreates any new Domestic Subsidiary, then such Domestic Subsidiary shall becomea Guarantor by executing a Supplemental Indenture in the form attached heretoas Exhibit E and deliver an Opinion of Counsel to the Trustee to the effectthat such Supplemental Indenture has been duly authorized, executed anddelivered by such Subsidiary and constitutes a valid and binding obligation ofsuch Subsidiary, enforceable against such Subsidiary in accordance with itsterms (subject to customary exceptions).

 

# ARTICLE 5.

# SUCCESSORS

#  

## *SECTION 5.01*.    MERGER, CONSOLIDATION, OR SALE OFASSETS.

## * *

The Issuer may notconsolidate or merge with or into (whether or not the Issuer is the survivingcorporation), or sell, assign, transfer, convey or otherwise dispose of all orsubstantially all of its properties or assets in one or more relatedtransactions, to another Person unless (a) the Issuer is the survivingcorporation or the Person formed by or surviving any such consolidation ormerger (if other than the Issuer) or to which such sale, assignment, transfer,conveyance or other disposition shall have been made is a corporation organizedor existing under the laws of the United States, any state thereof or theDistrict of Columbia, (b) the Person formed by or surviving any suchconsolidation or merger (if other than the Issuer) or the Person to which suchsale, assignment, transfer, conveyance or other disposition shall have beenmade assumes all the obligations of the Issuer under the Registration RightsAgreement, the Notes and this Indenture pursuant to a supplemental indenture ina form reasonably satisfactory to the Trustee, (c) immediately after suchtransaction no Default or Event of Default exists and (d) the Issuer or thePerson formed by or surviving any such consolidation or merger (if other thanthe Issuer), or to which such sale, assignment, transfer, conveyance or otherdisposition shall have been made (i) will, at the time of such transaction andafter giving pro forma effect thereto as if such transaction had occurred atthe beginning of the applicable four-quarter period, have a Fixed ChargeCoverage Ratio of at least 2.0 to 1 or (ii) would (together with its RestrictedSubsidiaries) have a higher Fixed Charge Coverage Ratio immediately after suchtransaction (after giving pro forma effect thereto as if such transaction hadoccurred at the beginning of the applicable four-quarter period) than the FixedCharge Coverage Ratio of the Issuer and its Restricted Subsidiaries immediatelyprior to such transaction. The foregoing clause (d) will

 

47

----

 

not prohibit (a) a mergerbetween the Issuer and a Wholly Owned Subsidiary of Holdings created for thepurpose of holding the Capital Stock of the Issuer, (b) a merger between theIssuer and a Wholly Owned Restricted Subsidiary or (c) a merger between theIssuer and an Affiliate incorporated solely for the purpose of reincorporatingthe Issuer in another State of the United States so long as, in each case, theamount of Indebtedness of the Issuer and its Restricted Subsidiaries is notincreased thereby.  The Issuer shall notlease all or substantially all of its assets to any Person.

 

## *SECTION 5.02*.    SUCCESSOR CORPORATION SUBSTITUTED.

## * *

Upon any consolidation ormerger, or any sale, assignment, transfer, lease, conveyance or otherdisposition of all or substantially all of the assets of the Issuer in accordancewith Section 5.01 hereof, the successor corporation formed by suchconsolidation or into or with which the Issuer is merged or to which such sale,assignment, transfer, lease, conveyance or other disposition is made shallsucceed to, and be substituted for (so that from and after the date of suchconsolidation, merger, sale, lease, conveyance or other disposition, theprovisions of this Indenture referring to the “Issuer” shall refer instead tothe successor corporation and not to the Issuer), and may exercise every rightand power of the Issuer under this Indenture with the same effect as if suchsuccessor Person had been named as the Issuer herein; *provided, however,* that thepredecessor Issuer shall not be relieved from the obligation to pay theprincipal of the Notes except in the case of a sale of all of the Issuer’sassets that meets the requirements of Section 5.01 hereof.

 

# ARTICLE 6.

# DEFAULTS AND REMEDIES

#  

## *SECTION 6.01*.    EVENTS OF DEFAULT.

## * *

Each of the followingconstitutes an Event of Default:

 

### (a)         default in payment when due of theprincipal of or premium, if any, on the Notes;

###  

### (b)         failure by the Issuer or any of itsRestricted Subsidiaries for 30 days after receipt of notice from the Trustee orHolders of at least 25% in principal amount of the Notes then outstanding tocomply with Sections 4.07, 4.09, 4.10, 4.14 or Article 5 hereof;

###  

### (c)         failure by the Issuer for 60 days afternotice from the Trustee or the Holders of at least 25% in principal amount ofthe Notes then outstanding to comply with any of its other agreements in thisIndenture or the Notes;

###  

### (d)         default under any mortgage, indenture orinstrument under which there may be issued or by which there may be secured orevidenced any Indebtedness for money borrowed by the Issuer or any of itsRestricted Subsidiaries (or the payment of which is guaranteed by the Issuer orany of its Restricted Subsidiaries), whether such Indebtedness or guarantee nowexists, or is created after the date of this Indenture, which default (i) iscaused by a failure to pay Indebtedness at its stated final maturity (aftergiving effect to any applicable grace period provided in such Indebtedness) (a“*PaymentDefault*”) or (ii) results in the acceleration of such Indebtednessprior to its stated final maturity and, in each case, the principal amount ofany such Indebtedness, together with the principal amount of any other suchIndebtedness under which there has been a Payment Default or the maturity ofwhich has been so accelerated, aggregates $10.0 million or more;

###  

### (e)         failure by the Issuer or any of itsRestricted Subsidiaries to pay final judgments aggregating in excess of $10.0million (net of any amounts with respect to which a reputable and creditworthyinsurance

 

48

----

 

company has acknowledgedliability in writing), which judgments are not paid, discharged or stayed for aperiod of 60 days;

###  

### (f)          except as permitted by this Indenture,any Note Guarantee shall be held in any judicial proceeding to be unenforceableor invalid or shall cease for any reason to be in full force and effect or anyGuarantor, or any Person acting on behalf of any Guarantor, shall deny ordisaffirm its obligations under its Note Guarantee; and

###  

### (g)         the Issuer or any of its Restricted Subsidiariesthat is a Significant Subsidiary or any group of Restricted Subsidiaries that,taken as a whole, would constitute a Significant Subsidiary, pursuant to orwithin the meaning of Bankruptcy Law:

###  

#### (i)            commencesa voluntary case,

####  

#### (ii)           consentsto the entry of an order for relief against it in an involuntary case,

####  

#### (iii)          consents to the appointment of a Custodian ofit or for all or substantially all of its property,

####  

#### (iv)          makesa general assignment for the benefit of its creditors, or

####  

#### (v)           generallyis not paying its debts as they become due; or

####  

### (h)         a court of competent jurisdiction entersan order or decree under any Bankruptcy Law that:

###  

#### (i)            isfor relief against the Issuer or any of its Restricted Subsidiaries that is aSignificant Subsidiary or any group of Restricted Subsidiaries that, taken as awhole, would constitute a Significant Subsidiary in an involuntary case;

####  

#### (ii)           appointsa Custodian of the Issuer or any of its Restricted Subsidiaries that is aSignificant Subsidiary or any group of Restricted Subsidiaries that, taken as awhole, would constitute a Significant Subsidiary or for all or substantiallyall of the property of the Issuer or any of its Restricted Subsidiaries that isa Significant Subsidiary or any group of Restricted Subsidiaries that, taken asa whole, would constitute a Significant Subsidiary; or

####  

#### (iii)          orders the liquidation of the Issuer or anyof its Restricted Subsidiaries that is a Significant Subsidiary or any group ofRestricted Subsidiaries that, taken as a whole, would constitute a SignificantSubsidiary;

####  

and the order or decreeremains unstayed and in effect for 60 consecutive days.

 

## *SECTION 6.02*.    ACCELERATION.

## * *

If any Event of Default(other than an Event of Default specified in clause (g) or (h) of Section 6.01hereof with respect to the Issuer, any Restricted Subsidiaries that is aSignificant Subsidiary or any group of Restricted Subsidiaries that, taken as awhole, would constitute a Significant Subsidiary) occurs and is continuing, theTrustee or the Holders of at least 25% in principal amount at maturity of thethen outstanding Notes may declare the Accreted Value of all the Notes to bedue and payable immediately.  Upon anysuch declaration, the Accreted Value of the Notes shall become due and payableimmediately.  Notwithstanding theforegoing, if an Event of Default specified in clause (g) or (h) of Section6.01 hereof occurs with respect

 

49

----

 

to the Issuer, any of itsRestricted Subsidiaries that is a Significant Subsidiary or any group ofRestricted Subsidiaries that, taken as a whole, would constitute a SignificantSubsidiary, the Accreted Value of all outstanding Notes shall become due andpayable immediately without further action or notice.  The Holders of a majority in aggregate principal amount atmaturity of the then outstanding Notes by written notice to the Trustee may onbehalf of all of the Holders rescind an acceleration and its consequences ifthe rescission would not conflict with any judgment or decree and if allexisting Events of Default (except nonpayment of principal, interest or premiumthat has become due solely because of the acceleration) have been cured orwaived, *provided*that, in the event of a declaration of acceleration of the Notes because anEvent of Default has occurred and is continuing as a result of the accelerationof any Indebtedness described in clause (d) of Section 6.01 hereof, thedeclaration of acceleration of the Notes shall be automatically annulled if theholders of any Indebtedness described in clause (d) have rescinded thedeclaration of acceleration in respect of such Indebtedness within 30 days ofthe date of such declaration and if (i) the annulment of the accelerationof the Notes would not conflict with any judgment or decree of a court ofcompetent jurisdiction and (ii) all existing Events of Default, exceptnon-payment of principal or interest on the Notes that became due solelybecause of the acceleration of the Notes, have been cured or waived.

 

## *SECTION 6.03*.    OTHER REMEDIES.

## * *

If an Event of Defaultoccurs and is continuing, the Trustee may pursue any available remedy tocollect the payment of principal, or premium, if any, on the Notes or toenforce the performance of any provision of the Notes or this Indenture.

 

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

 

## *SECTION 6.04*.    WAIVER OF PAST DEFAULTS.

## * *

Holders of not less thana majority in aggregate principal amount at maturity of the then outstandingNotes by notice to the Trustee may on behalf of the Holders of all of the Noteswaive an existing Default or Event of Default and its consequences hereunder,except a continuing Default or Event of Default in the payment of the principalof, and premium on, the Notes (including in connection with an offer topurchase) (*provided,however*, that the Holders of a majority in aggregate principalamount at maturity of the then outstanding Notes may rescind an accelerationand its consequences, including any related payment default that resulted fromsuch acceleration).  Upon any suchwaiver, such Default shall cease to exist, and any Event of Default arisingtherefrom shall be deemed to have been cured for every purpose of thisIndenture; but no such waiver shall extend to any subsequent or other Defaultor impair any right consequent thereon.

 

## *SECTION 6.05*.    CONTROL BY MAJORITY.

## * *

Holders of a majority inprincipal amount at maturity of the then outstanding Notes may direct the time,method and place of conducting any proceeding for exercising any remedyavailable to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to followany direction that conflicts with law or this Indenture that the Trusteedetermines may be unduly prejudicial to the rights of other Holders of Notes orthat may involve the Trustee in personal liability.

 

50

----

 

## *SECTION 6.06*.    LIMITATION ON SUITS.

## * *

A Holder of a Note maypursue a remedy with respect to this Indenture or the Notes only if:

 

### (a)         the Holder of a Note gives to the Trusteewritten notice of a continuing Event of Default;

###  

### (b)         the Holders of at least 25% in principalamount at maturity of the then outstanding Notes make a written request to theTrustee to pursue the remedy;

###  

### (c)         such Holder of a Note or Holders of Notesoffer and, if requested, provide to the Trustee indemnity satisfactory to theTrustee against any loss, liability or expense;

###  

### (d)         the Trustee does not comply with therequest within 60 days after receipt of the request and the offer and, ifrequested, the provision of indemnity; and

###  

### (e)         during such 60-day period the Holders ofa majority in principal amount at maturity of the then outstanding Notes do notgive the Trustee a direction inconsistent with the request.

###  

A Holder of a Note maynot use this Indenture to prejudice the rights of another Holder of a Note orto obtain a preference or priority over another Holder of a Note.

 

## *SECTION 6.07*.    RIGHTS OF HOLDERS OF NOTES TORECEIVE PAYMENT.

## * *

Notwithstanding any otherprovision of this Indenture, the right of any Holder of a Note to receivepayment of principal, and premium, if any, on the Note, on or after therespective due dates expressed in the Note (including in connection with anoffer to purchase), or to bring suit for the enforcement of any such payment onor after such respective dates, shall not be impaired or affected without theconsent of such Holder.

 

## *SECTION 6.08*.    COLLECTION SUIT BY TRUSTEE.

## * *

If an Event of Defaultspecified in Section 6.01 (a) occurs and is continuing, the Trustee isauthorized to recover judgment in its own name and as trustee of an expresstrust against the Issuer for the whole amount of principal of, and premium andinterest on overdue principal and such further amount as shall be sufficient tocover the costs and expenses of collection, including the reasonablecompensation, expenses, disbursements and advances of the Trustee, its agents andcounsel.

 

## *SECTION 6.09*.    TRUSTEE MAY FILE PROOFS OF CLAIM.

## * *

The Trustee is authorizedto file such proofs of claim and other papers or documents as may be necessaryor advisable in order to have the claims of the Trustee (including any claimfor the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel) and the Holders of the Notes allowed in anyjudicial proceedings relative to the Issuer (or any other obligor upon theNotes), its creditors or its property and shall be entitled and empowered tocollect, receive and distribute any money or other property payable ordeliverable on any such claims and any custodian in any such judicialproceeding 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 paymentsdirectly to the Holders, to pay to the Trustee any amount due to it for thereasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel, and any other amounts due the Trustee underSection 7.07 hereof.  To the extent that the payment of any suchcompensation, expenses, disbursements and advances of the Trustee, its agentsand counsel, and any other amounts due the Trustee under Section 7.07 hereofout of the estate in any such

 

51

----

 

proceeding, shall be denied forany reason, payment of the same shall be secured by a Lien on, and shall bepaid out of, any and all distributions, dividends, money, securities and otherproperties that the Holders may be entitled to receive in such proceedingwhether in liquidation or under any plan of reorganization or arrangement orotherwise.  Nothing herein containedshall be deemed to authorize the Trustee to authorize or consent to or acceptor adopt on behalf of any Holder any plan of reorganization, arrangement,adjustment or composition affecting the Notes or the rights of any Holder, orto authorize the Trustee to vote in respect of the claim of any Holder in anysuch proceeding.

 

## *SECTION 6.10*.    PRIORITIES.

 

If the Trustee collectsany money pursuant to this Article 6, it shall pay out the money in thefollowing order:

 

*First:*  to the Trustee, its agents andattorneys for amounts due under Section 7.07 hereof, including payment of allcompensation, expense and liabilities incurred, and all advances made, by theTrustee and the costs and expenses of collection;

 

*Second:*  to Holders ofNotes for amounts due and unpaid on the Notes for principal, premium andinterest, if any, ratably, without preference or priority of any kind,according to the amounts due and payable on the Notes for principal, premiumand interest, if any, respectively; and

 

*Third:*  to the Issuer or to such partyas a court of competent jurisdiction shall direct.

 

The Trustee may fix arecord date and payment date for any payment to Holders of Notes pursuant tothis Section 6.10.

 

## *SECTION 6.11*.    UNDERTAKING FOR COSTS.

## * *

In any suit for theenforcement of any right or remedy under this Indenture or in any suit againstthe Trustee for any action taken or omitted by it as a Trustee, a court in itsdiscretion may require the filing by any party litigant in the suit of anundertaking to pay the costs of the suit, and the court in its discretion mayassess reasonable costs, including reasonable attorneys’ fees, against anyparty litigant in the suit, having due regard to the merits and good faith ofthe claims or defenses made by the party litigant.  This Section does notapply to a suit by the Trustee, a suit by a Holder of a Note pursuant toSection 6.07 hereof, or a suit by Holders of more than 10% in principal amountat maturity of the then outstanding Notes.

 

# ARTICLE 7.

# TRUSTEE

#  

## *SECTION 7.01*.    DUTIES OF TRUSTEE.

## * *

### (a)         If an Event of Default has occurred andis continuing, the Trustee shall exercise such of the rights and powers vestedin it by this Indenture, and use the same degree of care and skill in itsexercise, as a prudent man would exercise or use under the circumstances in theconduct of his own affairs.

###  

### (b)         Except during the continuance of an Eventof Default:

###  

#### (i)            theduties of the Trustee shall be determined solely by the express provisions ofthis Indenture and the Trustee need perform only those duties that arespecifically set forth in this

 

52

----

 

#### Indenture and no others,and no implied covenants or obligations shall be read into this Indentureagainst the Trustee; and

####  

#### (ii)           inthe absence of bad faith on its part, the Trustee may conclusively rely, as tothe truth of the statements and the correctness of the opinions expressedtherein, upon certificates or opinions furnished to the Trustee and conformingto the requirements of this Indenture.  However, the Trustee shall examinethe certificates and opinions to determine whether or not they conform to therequirements of this Indenture.

####  

### (c)         The Trustee may not be relieved fromliabilities for its own negligent action, its own negligent failure to act, orits own willful misconduct, except that:

###  

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

####  

#### (ii)           theTrustee shall not be liable for any error of judgment made in good faith by aResponsible Officer, unless it is proved that the Trustee was negligent in ascertainingthe pertinent facts; and

####  

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

####  

### (d)         Whether or not therein expressly soprovided, every provision of this Indenture that in any way relates to theTrustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section7.01 and Section 7.02 hereof.

###  

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

###  

### (f)          The Trustee shall not be liable forinterest on any money received by it except as the Trustee may agree in writingwith the Issuer.  Money held in trust by the Trustee need not be segregatedfrom other funds except to the extent required by law.

###  

## *SECTION 7.02*.    RIGHTS OF TRUSTEE.

## * *

### (a)         The Trustee may conclusively rely uponany document believed by it to be genuine and to have been signed or presentedby the proper Person.  The Trustee need not investigate any fact or matterstated in the document.

###  

### (b)         Before the Trustee acts or refrains fromacting, it may require an Officers’ Certificate or an Opinion of Counsel orboth.  The Trustee shall not be liablefor any action it takes or omits to take in good faith in reliance on suchOfficers’ Certificate or Opinion of Counsel.  The Trustee may consult withcounsel and the written advice of such counsel or any Opinion of Counsel shallbe full and complete authorization and protection from liability in respect ofany action taken, suffered or omitted by it hereunder in good faith and inreliance thereon.

###  

### (c)         The Trustee may act through its attorneysand agents and shall not be responsible for the misconduct or negligence of anyagent appointed with due care.

 

53

----

 

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

###  

### (e)         Unless otherwise specifically provided inthis Indenture, any demand, request, direction or notice from the Issuer shallbe sufficient if signed by an Officer of the Issuer.

###  

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

###  

### (g)         Except with respect to Section 4.01hereof, the Trustee shall have no duty to inquire as to the performance of theIssuer’s covenants in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of anyDefault or Event of Default except (i) any Event of Default occurring pursuantto Sections 6.01(a) and 4.01 or (ii) any Default or Event of Default of whichthe Trustee shall have received written notification or obtained actualknowledge.

###  

### (h)         The Trustee shall not be bound to makeany investigation into the facts or matters stated in any resolution,certificate, statement, instrument, opinion, report, notice, request,direction, consent, order, bond, debenture, note, other evidence of indebtednessor other paper or document, but the Trustee may, in its discretion, make suchfurther inquiry or investigation into such facts or matters as it may see fitand if the Trustee shall determine to make such further inquiry orinvestigation, it shall be entitled to examine the books, records and premisesof the Issuer personally or by agent or attorney.

###  

## *SECTION 7.03*.    INDIVIDUAL RIGHTS OF TRUSTEE.

## * *

The Trustee in itsindividual or any other capacity may become the owner or pledgee of Notes andmay otherwise deal with the Issuer or any Affiliate of the Issuer with the samerights it would have if it were not Trustee.  However, in the event thatthe Trustee acquires any conflicting interest it must eliminate such conflictwithin 90 days, apply to the Commission for permission to continue as trusteeor resign.  Any Agent may do the samewith like rights and duties.  TheTrustee is also subject to Sections 7.10 and 7.11 hereof.

 

## *SECTION 7.04*.    TRUSTEE’S DISCLAIMER.

## * *

The Trustee shall not beresponsible for and makes no representation as to the validity or adequacy ofthis Indenture or the Notes, it shall not be accountable for the Issuer’s useof the proceeds from the Notes or any money paid to the Issuer or upon theIssuer’s direction under any provision of this Indenture, it shall not beresponsible for the use or application of any money received by any PayingAgent other than the Trustee, and it shall not be responsible for any statementor recital herein or any statement in the Notes or any other document inconnection with the sale of the Notes or pursuant to this Indenture other thanits certificate of authentication.

 

## *SECTION 7.05*.    NOTICE OF DEFAULTS.

## * *

If a Default or Event ofDefault occurs and is continuing and if it is known to the Trustee, the Trusteeshall mail to Holders of Notes a notice of the Default or Event of Defaultwithin 90 days after it occurs.  Except in the case of a Default or Eventof Default in payment of principal of, or premium, if any, on any Note, theTrustee may withhold the notice if and so long as a committee of itsResponsible Officers in good faith determines that withholding the notice is inthe interests of the Holders of the Notes.

 

54

----

 

## *SECTION 7.06*.    REPORTS BY TRUSTEE TO HOLDERS OFTHE NOTES.

## * *

Within 60 days after eachMarch 15 beginning with the March 15 following the date of this Indenture, andfor so long as Notes remain outstanding, the Trustee shall mail to the Holdersof the Notes a brief report dated as of such reporting date that complies withTIA § 313(a) (but if no event described in TIA § 313(a) has occurredwithin the twelve months preceding the reporting date, no report need betransmitted).  The Trustee also shall comply with TIA § 313 (b)(2).  The Trustee shall also transmit by mail allreports as required by TIA § 313(c).

 

A copy of each report atthe time of its mailing to the Holders of Notes shall be mailed to the Issuerand filed with the Commission and each stock exchange on which the Notes arelisted in accordance with TIA § 313(d).  The Issuer shall promptlynotify the Trustee when the Notes are listed on any stock exchange.

 

## *SECTION 7.07*.    COMPENSATION AND INDEMNITY.

## * *

The Issuer shall pay tothe Trustee from time to time reasonable compensation for its acceptance ofthis Indenture and services hereunder.  The Trustee’s compensation shallnot be limited by any law on compensation of a trustee of an expresstrust.  The Issuer shall reimburse theTrustee promptly upon request for all reasonable disbursements, advances andexpenses incurred or made by it in addition to the compensation for itsservices.  Such expenses shall includethe reasonable compensation, disbursements and expenses of the Trustee’s agentsand counsel.

 

The Issuer shallindemnify the Trustee against any and all losses, liabilities or expensesincurred by it arising out of or in connection with the acceptance oradministration of its duties under this Indenture, including the costs andexpenses of enforcing this Indenture against the Issuer (including this Section7.07) and defending itself against any claim (whether asserted by the Issuer orany Holder or any other person) or liability in connection with the exercise orperformance of any of its powers or duties hereunder, except to the extent anysuch loss, liability or expense may be attributable to its negligence or badfaith.  The Trustee shall notify theIssuer promptly of any claim for which it may seek indemnity.  Failure bythe Trustee to so notify the Issuer shall not relieve the Issuer of itsobligations hereunder.  The Issuer shalldefend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel andthe Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its consent, whichconsent shall not be unreasonably withheld.

 

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

 

To secure the Issuer’spayment obligations in this Section, the Trustee shall have a Lien prior to theNotes on all money or property held or collected by the Trustee, except thatheld in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction anddischarge of this Indenture.

 

When the Trustee incursexpenses or renders services after an Event of Default specified inSection 6.01(g) or (h) hereof occurs, the expenses and the compensationfor 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 complywith the provisions of TIA § 313(b)(2) to the extent applicable.

 

55

----

 

## *SECTION 7.08*.    REPLACEMENT OF TRUSTEE.

## * *

A resignation or removalof the Trustee and appointment of a successor Trustee shall become effectiveonly upon the successor Trustee’s acceptance of appointment as provided in thisSection.

 

The Trustee may resign inwriting at any time and be discharged from the trust hereby created by sonotifying the Issuer.  The Holders ofNotes of a majority in principal amount at maturity of the then outstandingNotes may remove the Trustee by so notifying the Trustee and the Issuer inwriting.  The Issuer may remove theTrustee if:

 

### (a)         the Trustee fails to comply with Section7.10 hereof;

###  

### (b)         the Trustee is adjudged a bankrupt or aninsolvent or an order for relief is entered with respect to the Trustee underany Bankruptcy Law;

###  

### (c)         a Custodian or public officer takescharge of the Trustee or its property; or

###  

### (d)         the Trustee becomes incapable of acting.

###  

If the Trustee resigns oris removed or if a vacancy exists in the office of Trustee for any reason, theIssuer shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, theHolders of a majority in principal amount at maturity of the then outstandingNotes may appoint a successor Trustee to replace the successor Trusteeappointed by the Issuer.

 

If a successor Trusteedoes not take office within 60 days after the retiring Trustee resigns or isremoved, the retiring Trustee, the Issuer, or the Holders of Notes of at least10% in principal amount of the then outstanding Notes may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee.

 

If the Trustee, afterwritten request by any Holder of a Note who has been a Holder of a Note for atleast six months, fails to comply with Section 7.10 hereof, such Holder ofa Note may petition any court of competent jurisdiction for the removal of theTrustee and the appointment of a successor Trustee.

 

A successor Trustee shalldeliver a written acceptance of its appointment to the retiring Trustee and tothe Issuer.  Thereupon, the resignation or removal of the retiring Trusteeshall 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 ofits succession to Holders of the Notes.  The retiring Trustee shallpromptly 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 Lienprovided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to thisSection 7.08, the Issuer’s obligations under Section 7.07 hereofshall continue for the benefit of the retiring Trustee.

 

## *SECTION 7.09*.    SUCCESSOR TRUSTEE BY MERGER, ETC.

## * *

If the Trusteeconsolidates, merges or converts into, or transfers all or substantially all ofits corporate trust business to, another corporation, the successor corporationwithout any further act shall be the successor Trustee.

 

56

----

 

## *SECTION 7.10*.    ELIGIBILITY; DISQUALIFICATION.

## * *

There shall at all timesbe a Trustee hereunder that is a corporation organized and doing business underthe laws of the United States of America or of any state thereof that isauthorized under such laws to exercise corporate trustee power, that is subjectto supervision or examination by federal or state authorities and that has acombined capital and surplus of at least $100 million as set forth in its mostrecent published annual report of condition.

 

This Indenture shall alwayshave a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and(5).  The Trustee is subject to TIA § 310(b).

 

## *SECTION 7.11*.    PREFERENTIAL COLLECTION OF CLAIMSAGAINST ISSUER.

## * *

The Trustee is subject toTIA § 311(a), excluding any creditor relationship listed in TIA§ 311(b).  A Trustee who has resigned or been removed shall besubject to TIA § 311(a) to the extent indicated therein.

 

# ARTICLE 8.

# LEGAL DEFEASANCE AND COVENANT DEFEASANCE

#  

## *SECTION 8.01*.    OPTION TO EFFECT LEGAL DEFEASANCEOR COVENANT DEFEASANCE.

## * *

The Issuer may, atthe option of its Board of Directors evidenced by a resolution set forth in anOfficers’ Certificate, at any time, elect to have either Section 8.02 or 8.03hereof be applied to all outstanding Notes upon compliance with the conditionsset forth below in this Article 8.

 

## *SECTION 8.02*.    LEGAL DEFEASANCE AND DISCHARGE.

## * *

Upon the Issuer’sexercise under Section 8.01 hereof of the option applicable to thisSection 8.02, the Issuer and the Guarantors shall, subject to the satisfactionof the conditions set forth in Section 8.04 hereof, be deemed to have beendischarged from their obligations with respect to all outstanding Notes andNotes Guarantees on the date the conditions set forth below are satisfied(hereinafter, “*Legal Defeasance*”). For this purpose, Legal Defeasance means that the Issuer shall be deemedto have paid and discharged the entire Indebtedness represented by theoutstanding Notes, which shall thereafter be deemed to be “outstanding” onlyfor the purposes of Section 8.05 hereof and the other Sections of thisIndenture referred to in (a) and (b) below, and to have satisfied all its otherobligations under such Notes and this Indenture (and the Trustee, on demand ofand at the expense of the Issuer, shall execute proper instrumentsacknowledging the same), except for the following provisions which shallsurvive until otherwise terminated or discharged hereunder:

 

### (a)         the rights of Holders of outstandingNotes to receive payments in respect of the principal of, premium, if any, onsuch Notes when such payments are due from the trust referred to below,

###  

### (b)         the Issuer’s obligations with respect tothe Notes concerning issuing temporary Notes, registration of Notes, mutilated,destroyed, lost or stolen Notes and the maintenance of an office or agency forpayment and money for security payments held in trust,

###  

### (c)         the rights, powers, trusts, duties andimmunities of the Trustee, and the Issuer’s obligations in connection therewithand

###  

### (d)         the Legal Defeasance provisions of thisIndenture.

 

57

----

 

## *SECTION 8.03*.    COVENANT DEFEASANCE.

## * *

Upon the Issuer’sexercise under Section 8.01 hereof of the option applicable to this Section8.03, the Issuer and each Guarantor shall, subject to the satisfaction of theconditions set forth in Section 8.04 hereof, be released from their obligationsunder the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11,4.12, 4.14, 4.15, 4.16 and 4.17 hereof with respect to the outstanding Notes onand after the date the conditions set forth in Section 8.04 are satisfied(hereinafter, “*Covenant Defeasance*”), and the Notes shall thereafter bedeemed not “outstanding” for the purposes of any direction, waiver, consent ordeclaration or act of Holders (and the consequences of any thereof) inconnection with such covenants, but shall continue to be deemed “outstanding”for all other purposes hereunder (it being understood that such Notes shall notbe deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect tothe outstanding Notes, the Issuer may omit to comply with and shall have noliability in respect of any term, condition or limitation set forth in any suchcovenant, whether directly or indirectly, by reason of any reference elsewhereherein to any such covenant or by reason of any reference in any such covenantto any other provision herein or in any other document and such omission tocomply shall not constitute a Default or an Event of Default under Section 6.01hereof, but, except as specified above, the remainder of this Indenture andsuch Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of theoption applicable to this Section 8.03 hereof, subject to the satisfaction ofthe conditions set forth in Section 8.04 hereof, Sections 6.01(c) through6.01(f) hereof shall not constitute Events of Default.

 

## *SECTION 8.04*.    CONDITIONS TO LEGAL OR COVENANTDEFEASANCE.

## * *

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

 

In order to exerciseeither Legal Defeasance or Covenant Defeasance,

 

### (a)         the Issuer must irrevocably deposit withthe Trustee, in trust, for the benefit of the Holders of the Notes, cash inU.S. dollars, non-callable Government Securities, or a combination thereof, insuch amounts as will be sufficient, in the opinion of a nationally recognizedfirm of independent public accountants, to pay the Accreted Value of, andpremium, if any, on the outstanding Notes on the stated maturity or on theapplicable redemption date, as the case may be, and the Issuer must specifywhether the Notes are being defeased to maturity or to a particular redemptiondate;

###  

### (b)         in the case of Legal Defeasance, theIssuer shall have delivered to the Trustee an Opinion of Counsel in the UnitedStates reasonably acceptable to the Trustee confirming that (i) the Issuer hasreceived from, or there has been published by, the Internal Revenue Service aruling or (ii) since the date of this Indenture, there has been a change in theapplicable federal income tax law, in either case to the effect that, and basedthereon such Opinion of Counsel shall confirm that, subject to customaryassumptions and exclusions, the Holders of the outstanding Notes will notrecognize income, gain or loss for federal income tax purposes as a result ofsuch Legal Defeasance and will be subject to federal income tax on the sameamounts, in the same manner and at the same times as would have been the caseif such Legal Defeasance had not occurred;

###  

### (c)         in the case of Covenant Defeasance, theIssuer shall have delivered to the Trustee an Opinion of Counsel in the UnitedStates reasonably acceptable to the Trustee confirming that, subject tocustomary assumptions and exclusions, the Holders of the outstanding Notes willnot recognize income, gain or loss for federal income tax purposes as a resultof such Covenant Defeasance and will be subject to

 

58

----

 

federal income tax on the sameamounts, in the same manner and at the same times as would have been the caseif such Covenant Defeasance had not occurred;

###  

### (d)         no Default or Event of Default shall haveoccurred and be continuing on the date of such deposit (other than a Default orEvent of Default resulting from the borrowing of funds to be applied to suchdeposit) or, insofar as Events of Default from bankruptcy or insolvency eventsare concerned, at any time in the period ending on the 123rd day after the dateof deposit;

###  

### (e)         such Legal Defeasance or CovenantDefeasance will not result in a breach or violation of, or constitute a defaultunder, any material agreement or instrument (other than this Indenture) towhich the Issuer or any of its Subsidiaries is a party or by which the Issueror any of its Subsidiaries is bound;

###  

### (f)          the Issuer must have delivered to theTrustee an Opinion of Counsel to the effect that, subject to customaryassumptions and exclusions, after the 123rd day following the deposit, thetrust funds will not be subject to the effect of Section 547 of the UnitedStates Bankruptcy Code or any analogous New York State law provision or anyother applicable federal or New York bankruptcy, insolvency, reorganization orsimilar laws affecting creditors’ rights generally;

###  

### (g)         the Issuer must deliver to the Trustee anOfficers’ Certificate stating that the deposit was not made by the Issuer withthe intent of preferring the Holders of Notes over the other creditors of theIssuer with the intent of defeating, hindering, delaying or defraudingcreditors of the Issuer or others; and

###  

### (h)         the Issuer must deliver to the Trustee anOfficers’ Certificate and an Opinion of Counsel (which opinion may be subjectto customary assumptions and exclusions), each stating that all conditionsprecedent provided for relating to the Legal Defeasance or the CovenantDefeasance have been complied with.

###  

## *SECTION 8.05*.    DEPOSITED MONEY AND GOVERNMENTSECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

## * *

Subject toSection 8.06 hereof, all money and non-callable Government Securities(including the proceeds thereof) deposited with the Trustee (or otherqualifying trustee, collectively for purposes of this Section 8.05, the “*Trustee*”)pursuant to Section 8.04 hereof in respect of the outstanding Notes shallbe held in trust and applied by the Trustee, in accordance with the provisionsof such Notes and this Indenture, to the payment, either directly or throughany Paying Agent (including the Issuer acting as Paying Agent) as the Trusteemay determine, to the Holders of such Notes of all sums due and to become duethereon in respect of principal, and premium, if any, but such money need notbe segregated from other funds except to the extent required by law.

 

The Issuer shall pay andindemnify the Trustee against any tax, fee or other charge imposed on orassessed against the cash or non-callable Government Securities depositedpursuant to Section 8.04 hereof or the principal and interest received inrespect thereof other than any such tax, fee or other charge which by law isfor the account of the Holders of the outstanding Notes.

 

Anything in this Article8 to the contrary notwithstanding, the Trustee shall deliver or pay to theIssuer from time to time upon the request of the Issuer any money ornon-callable Government Securities held by it as provided in Section 8.04hereof which, in the opinion of a nationally recognized firm of independentpublic accountants expressed in a written certification thereof delivered tothe 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 bedeposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

 

59

----

 

## *SECTION 8.06*.    REPAYMENT TO ISSUER.

## * *

Any money deposited withthe Trustee or any Paying Agent, or then held by the Issuer, in trust for thepayment of the principal of, or premium, if any, on any Note and remaining unclaimedfor two years after such principal, and premium, if any, has become due andpayable shall be paid to the Issuer on its request or (if then held by theIssuer) shall be discharged from such trust; and the Holder of such Note shallthereafter, as a secured creditor, look only to the Issuer for payment thereof,and all liability of the Trustee or such Paying Agent with respect to suchtrust money, and all liability of the Issuer as trustees thereof, shallthereupon cease; *provided, however*, that the Trustee or such Paying Agent,before being required to make any such repayment, may at the expense of theIssuer cause to be published once, in the New York Times and The Wall StreetJournal (national edition), notice that such money remains unclaimed and that,after a date specified therein, which shall not be less than 30 days from thedate of such notification or publication, any unclaimed balance of such moneythen remaining will be repaid to the Issuer.

 

## *SECTION 8.07*.    REINSTATEMENT.

## * *

If the Trustee or PayingAgent is unable to apply any United States dollars or non-callable GovernmentSecurities in accordance with Section 8.02 or 8.03 hereof, as the case maybe, by reason of any order or judgment of any court or governmental authorityenjoining, restraining or otherwise prohibiting such application, then theIssuer’s obligations under this Indenture and the Notes shall be revived andreinstated as though no deposit had occurred pursuant to Section 8.02 or8.03 hereof until such time as the Trustee or Paying Agent is permitted toapply all such money in accordance with Section 8.02 or 8.03 hereof, asthe case may be; *provided, however*, that, if the Issuer makes any payment ofprincipal of and premium, if any, on any Note following the reinstatement ofits obligations, the Issuer shall be subrogated to the rights of the Holders ofsuch Notes to receive such payment from the money held by the Trustee or PayingAgent.

 

# ARTICLE 9.

# AMENDMENT, SUPPLEMENT AND WAIVER

#  

## *SECTION 9.01*.    WITHOUT CONSENT OF HOLDERS OFNOTES.

## * *

Notwithstanding Section9.02 of this Indenture, the Issuer, the Guarantors and the Trustee may amend orsupplement this Indenture, the Note Guarantees or the Notes without the consentof any Holder of a Note:

 

### (a)         to cure any ambiguity, defect or inconsistency;

###  

### (b)         to provide for uncertificated Notes inaddition to or in place of certificated Notes or to alter the provisions ofArticle 2 hereof (including the related definitions) in a manner that does notmaterially adversely affect any Holder;

###  

### (c)         to provide for the assumption of theIssuer’s or Guarantor’s obligations to the Holders of the Notes by a successorto the Issuer or a Guarantor pursuant to Article 5 or Article 10 hereof;

###  

### (d)         to make any change that would provide anyadditional rights or benefits to the Holders of the Notes or that does notmaterially adversely affect the legal rights hereunder of any Holder of theNote;

###  

### (e)         to comply with requirements of theCommission in order to effect or maintain the qualification of this Indentureunder the TIA;

 

60

----

 

### (f)          to provide for the issuance of AdditionalNotes in accordance with the limitations set forth in this Indenture as of thedate hereof; or

###  

### (g)         to allow any Guarantor to execute asupplemental indenture and/or a Note Guarantee with respect to the Notes.

###  

Upon the request of theIssuer accompanied by a resolution of their Board of Directors authorizing theexecution of any such amended or supplemental Indenture, and upon receipt bythe Trustee of the documents described in Section 7.02 hereof, the Trusteeshall join with the Issuer in the execution of any amended or supplementalIndenture authorized or permitted by the terms of this Indenture and to makeany further appropriate agreements and stipulations that may be thereincontained, but the Trustee shall not be obligated to enter into such amended orsupplemental Indenture that affects its own rights, duties or immunities underthis Indenture or otherwise.

 

## *SECTION 9.02*.    WITH CONSENT OF HOLDERS OF NOTES.

## * *

Except as provided belowin this Section 9.02, the Issuer and the Trustee may amend or supplement thisIndenture (including Section 3.09, 4.10 and 4.14 hereof), the Note Guaranteesand the Notes with the consent of the Holders of at least a majority inprincipal amount at maturity of the Notes (including Additional Notes, if any)then outstanding voting as a single class (including consents obtained inconnection with a tender offer or exchange offer for, or purchase of, theNotes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default orEvent of Default (other than a Default or Event of Default in the payment ofthe principal of, and premium, if any, on the Notes, except a payment defaultresulting from an acceleration that has been rescinded) or compliance with anyprovision of this Indenture, the Note Guarantees or the Notes may be waivedwith the consent of the Holders of a majority in principal amount at maturityof the then outstanding Notes (including Additional Notes, if any) voting as asingle class (including consents obtained in connection with a tender offer orexchange offer for, or purchase of, the Notes).  Notwithstanding the foregoing, any amendment to or waiver ofSections 4.10 and 4.14 hereof will require the consent of the Holders of atleast two-thirds in aggregate principal amount at maturity of the Notes thenoutstanding if such amendment would materially adversely affect the rights ofHolders of Notes.  Section 2.08 hereofshall determine which Notes are considered to be “outstanding” for purposes ofthis Section 9.02.

 

Upon the request of theIssuer accompanied by a resolution of its Board of Directors authorizing theexecution of any such amended or supplemental Indenture, and upon the filingwith the Trustee of evidence satisfactory to the Trustee of the consent of theHolders of Notes as aforesaid, and upon receipt by the Trustee of the documentsdescribed in Section 7.02 hereof, the Trustee shall join with the Issuer in theexecution of such amended or supplemental Indenture unless such amended orsupplemental Indenture directly affects the Trustee’s own rights, duties orimmunities under this Indenture or otherwise, in which case the Trustee may inits discretion, but shall not be obligated to, enter into such amended orsupplemental Indenture.

 

It shall not be necessaryfor the consent of the Holders of Notes under this Section 9.02 to approve theparticular form of any proposed amendment or waiver, but it shall be sufficientif such consent approves the substance thereof.

 

After an amendment,supplement or waiver under this Section 9.02 becomes effective, the Issuershall mail to the Holders of Notes affected thereby a notice briefly describingthe amendment, supplement or waiver.  Any failure of the Issuer to mailsuch notice, or any defect therein, shall not, however, in any way

 

61

----

 

impair or affect the validityof any such amended or supplemental Indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof,the Holders of a majority in aggregate principal amount at maturity of theNotes (including Additional Notes, if any) then outstanding voting as a singleclass may waive compliance in a particular instance by the Issuer with anyprovision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment orwaiver under this Section 9.02 may not (with respect to any Notes held by anon-consenting Holder):

 

### (a)         reduce the principal amount at maturityof Notes whose Holders must consent to an amendment, supplement or waiver,

###  

### (b)         reduce the Accreted Value of or changethe fixed maturity of any Note or alter the provisions with respect to theredemption of the Notes (other than Sections 4.10 and 4.14 hereof),

###  

### (c)         waive a Default or Event of Default inthe payment of principal of or premium, if any, on the Notes (except arescission of acceleration of the Notes by the Holders of at least a majorityin aggregate principal amount at maturity of the Notes and a waiver of the paymentdefault that resulted from such acceleration),

###  

### (d)         make any Note payable in money other thanthat stated in the Notes,

###  

### (e)         make any change in the provisions of thisIndenture relating to waivers of past Defaults,

###  

### (f)          waive a redemption payment with respectto any Note (other than Sections 4.10 and 4.14 hereof,

###  

### (g)         release any Guarantor from itsobligations under its Note Guarantee or this Indenture, except in accordancewith the terms of this Indenture, or

###  

### (h)         make any change in the foregoing amendmentand waiver provisions.

###  

## *SECTION 9.03*.    COMPLIANCE WITH TRUST INDENTUREACT.

## * *

Every amendment orsupplement to this Indenture or the Notes shall be set forth in an amended orsupplemental Indenture that complies with the TIA as then in effect.

 

## *SECTION 9.04*.    REVOCATION AND EFFECT OF CONSENTS.

## * *

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

 

## *SECTION 9.05*.    NOTATION ON OR EXCHANGE OF NOTES.

## * *

The Trustee may place anappropriate notation about an amendment, supplement or waiver on any Notethereafter authenticated.  The Issuer in exchange for all Notes may issueand the Trustee shall, upon

 

62

----

 

receipt of an AuthenticationOrder, authenticate new Notes that reflect the amendment, supplement or waiver.

 

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

 

## *SECTION 9.06*.    TRUSTEE TO SIGN AMENDMENTS, ETC.

## * *

The Trustee shall signany amended or supplemental Indenture authorized pursuant to this Article 9 ifthe amendment or supplement does not adversely affect the rights, duties,liabilities or immunities of the Trustee.  The Issuer may not sign anamendment or supplemental Indenture until its Board of Directors approvesit.  In executing any amended orsupplemental indenture, the Trustee shall be entitled to receive and (subjectto Section 7.01 hereof) shall be fully protected in relying upon, in additionto the documents required by Section 11.04 hereof, an Officer’s Certificate andan Opinion of Counsel stating that the execution of such amended orsupplemental indenture is authorized or permitted by this Indenture.

 

# ARTICLE 10.

# NOTE GUARANTEES

#  

## *SECTION 10.01*.  GUARANTEE.

## * *

Subject to this Article10, each of the Guarantors hereby, jointly and severally, unconditionallyguarantees to each Holder of a Note authenticated and delivered by the Trusteeand to the Trustee and its successors and assigns, irrespective of the validityand enforceability of this Indenture, the Notes or the obligations of theIssuer hereunder or thereunder, that:  (a) the Accreted Value of theNotes will be promptly paid in full when due, whether at maturity, byacceleration, redemption or otherwise, and interest on the overdue principal onthe Notes, if any, if lawful, and all other obligations of the Issuer to theHolders or the Trustee hereunder or thereunder will be promptly paid in full orperformed, all in accordance with the terms hereof and thereof; and (b) incase of any extension of time of payment or renewal of any Notes or any of suchother obligations, that same will be promptly paid in full when due orperformed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration or otherwise.  Failing payment when dueof any amount so guaranteed or any performance so guaranteed for whateverreason, the Guarantors shall be jointly and severally obligated to pay the sameimmediately.  Each Guarantor agrees that this is a guarantee of paymentand not a guarantee of collection.

 

The Guarantors herebyagree that their obligations hereunder shall be unconditional, irrespective ofthe validity, regularity or enforceability of the Notes or this Indenture, theabsence of any action to enforce the same, any waiver or consent by any Holderof the Notes with respect to any provisions hereof or thereof, the recovery ofany judgment against the Issuer, any action to enforce the same or any othercircumstance which might otherwise constitute a legal or equitable discharge ordefense of a guarantor.  Each Guarantor hereby waives diligence,presentment, demand of payment, filing of claims with a court in the event of insolvencyor bankruptcy of the Issuer, any right to require a proceeding first againstthe Issuer, protest, notice and all demands whatsoever and covenant that thisNote Guarantee shall not be discharged except by complete performance of theobligations contained in the Notes and this Indenture.

 

If any Holder or theTrustee is required by any court or otherwise to return to the Issuer, theGuarantors or any custodian, trustee, liquidator or other similar officialacting in relation to either the Issuer or the Guarantors, any amount paid byeither to the Trustee or such Holder, this Note Guarantee, to the extenttheretofore discharged, shall be reinstated in full force and effect.

 

63

----

Each Guarantor agreesthat it shall not be entitled to any right of subrogation in relation to theHolders in respect of any obligations guaranteed hereby until payment in fullof all obligations guaranteed hereby.  Each Guarantor further agrees that,as between the Guarantors, on the one hand, and the Holders and the Trustee, onthe other hand, (x) the maturity of the obligations guaranteed hereby maybe accelerated as provided in Article 6 hereof for the purposes of thisNote Guarantee, notwithstanding any stay, injunction or other prohibitionpreventing such acceleration in respect of the obligations guaranteed hereby,and (y) in the event of any acceleration of such obligations as providedin Article 6 hereof, such obligations (whether or not due and payable)shall forthwith become due and payable by the Guarantors for the purpose ofthis Note Guarantee.  The Guarantors shall have the right to seekcontribution from any non-paying Guarantor so long as the exercise of suchright does not impair the rights of the Holders under the Guarantee.

 

## *SECTION 10.02.*  LIMITATION ON GUARANTOR LIABILITY.

## * *

Each Guarantor, and byits acceptance of Notes, each Holder, hereby confirms that it is the intentionof all such parties that the Note Guarantee of such Guarantor not constitute afraudulent transfer or conveyance for purposes of Bankruptcy Law, the UniformFraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similarfederal or state law to the extent applicable to any Note Guarantee.  To effectuate the foregoing intention, theTrustee, the Holders and the Guarantors hereby irrevocably agree that theobligations of such Guarantor under its Note Guarantee and this Article 10shall be limited to the maximum amount as will, after giving effect to such maximumamount and all other contingent and fixed liabilities of such Guarantor thatare 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 anyother Guarantor in respect of the obligations of such other Guarantor underthis Article 10, result in the obligations of such Guarantor under its NoteGuarantee not constituting a fraudulent transfer or conveyance.

 

## *SECTION 10.03*.  EXECUTION AND DELIVERY OF NOTEGUARANTEE.

## * *

To evidence its NoteGuarantee set forth in Section 10.01, each Guarantor hereby agrees that thisIndenture shall be executed on behalf of such Guarantor by one of its officers.

 

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

 

The delivery of any Noteby the Trustee, after the authentication thereof hereunder, shall constitutedue delivery of the Note Guarantee set forth in this Indenture on behalf of theGuarantors.

 

In the event that theIssuer creates or acquires any new Subsidiaries subsequent to the date of thisIndenture, if required by Section 4.17 hereof, the Issuer shall cause suchSubsidiaries to execute supplemental indentures to this Indenture in accordancewith Section 4.17 hereof and this Article 10, to the extent applicable.

 

## *SECTION 10.04*.  GUARANTORS MAY CONSOLIDATE, ETC.,ON CERTAIN TERMS.

## * *

No Guarantor mayconsolidate with or merge with or into (whether or not such Guarantor is thesurviving Person) another Person whether or not affiliated with such Guarantorunless:

 

### (a)         subject to Section 10.05 hereof, thePerson formed by or surviving any such consolidation or merger (if other than aGuarantor or the Issuer) unconditionally assumes all the obligations of such

 

64

----

 

Guarantor, pursuant to asupplemental indenture in form and substance reasonably satisfactory to theTrustee, under the Notes, this Indenture and the Note Guarantee on the termsset forth herein or therein;

###  

### (b)         immediately after giving effect to suchtransaction, no Default or Event of Default exists; and

###  

(c)         the Issuer would, at the time of such transaction andafter giving pro forma effect thereto as if such transaction had occurred atthe beginning of the applicable four-quarter period, have a Fixed ChargeCoverage Ratio of at least 2.0 to 1.

 

In case of any suchconsolidation or merger, and upon the assumption by the successor Person, bysupplemental indenture, executed and delivered to the Trustee and satisfactoryin form to the Trustee, of the Note Guarantee endorsed upon the Notes and thedue and punctual performance of all of the covenants and conditions of thisIndenture to be performed by the Guarantor, such successor Person shall succeedto and be substituted for the Guarantor with the same effect as if it had beennamed herein as a Guarantor.  All the Note Guarantees so issued shall inall respects have the same legal rank and benefit under this Indenture as theNote Guarantees theretofore and thereafter issued in accordance with the termsof this Indenture as though all of such Note Guarantees had been issued at thedate of the execution hereof.

 

Except as set forth inArticles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above,nothing contained in this Indenture or in any of the Notes shall prevent anyconsolidation or merger of a Guarantor with or into the Issuer or anotherGuarantor, or shall prevent any sale or conveyance of the property of aGuarantor as an entirety or substantially as an entirety to the Issuer oranother Guarantor.

 

## *SECTION 10.05*.  RELEASES FOLLOWING SALE OF ASSETS.

## * *

In the event of a sale orother disposition of all of the assets of any Guarantor, by way of merger,consolidation or otherwise, or a sale or other disposition of all of thecapital stock of any Guarantor, then such Guarantor (in the event of a sale orother disposition, by way of merger, consolidation or otherwise, of all of thecapital stock of such Guarantor) or the corporation acquiring the property (inthe event of a sale or other disposition of all or substantially all of theassets of such Guarantor) will be released and relieved of any obligationsunder its Note Guarantee; *provided* that the Net Proceeds of suchsale or other disposition are applied in accordance with the applicableprovisions of this Indenture, including without limitation Section 4.10hereof.  Upon delivery by the Issuer tothe Trustee of an Officers’ Certificate and an Opinion of Counsel to the effectthat such sale or other disposition was made by the Issuer in accordance withthe applicable provisions of this Indenture, including without limitationSection 4.10 hereof, the Trustee shall execute any documents reasonably requiredin order to evidence the release of any Guarantor from its obligations underits Note Guarantee.

 

Any Guarantor notreleased from its obligations under its Note Guarantee shall remain liable forthe full amount of Accreted Value of the Notes and for the other obligations ofany Guarantor under this Indenture as provided in this Article 10.

 

# ARTICLE 11.

# MISCELLANEOUS

#  

## *SECTION 11.01*.  TRUST INDENTURE ACT CONTROLS.

## * *

If any provision of thisIndenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control.

 

65

----

 

## *SECTION 11.02*.  NOTICES.

## * *

Any notice orcommunication by the Issuer, any Guarantor or the Trustee to the others is dulygiven if in writing and delivered in Person or mailed by first class mail(registered or certified, return receipt requested), telex, telecopier orovernight air courier guaranteeing next day delivery, to the others’ address.

 

If to the Issuer and/orGuarantor:

 

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite 180

El Segundo, California 90245

Telecopier No.:

Attention: Chief Financial Officer

 

With a copy to:

 

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Telecopier No.: (212) 450-4800

Attention: Michael Kaplan, Esq.

 

If to the Trustee:

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, Connecticut 06103

Telecopier No.: 860-244-1889

Attention: Corporate Trust Administration

 

(a)           The Issuer, any Guarantor or the Trustee, by notice tothe others may designate additional or different addresses for subsequentnotices or communications.

 

All notices andcommunications (other than those sent to Holders) shall be deemed to have beenduly given: at the time delivered by hand, if personally delivered; fiveBusiness Days after being deposited in the mail, postage prepaid, if mailed;when receipt acknowledged, if telecopied; and the next Business Day aftertimely delivery to the courier, if sent by overnight air courier guaranteeingnext day delivery.

 

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

 

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

 

If the Issuer mails anotice or communication to Holders, it shall mail a copy to the Trustee andeach Agent at the same time.

 

66

----

 

## *SECTION 11.03*.  COMMUNICATION BY HOLDERS OF NOTESWITH OTHER HOLDERS OF NOTES.

## * *

Holders may communicatepursuant to TIA § 312(b) with other Holders with respect to their rightsunder this Indenture or the Notes.  The Issuer, the Trustee, the Registrarand anyone else shall have the protection of TIA § 312(c).

 

## *SECTION 11.04*.  CERTIFICATE AND OPINION AS TOCONDITIONS PRECEDENT.

## * *

Upon any request orapplication by the Issuer to the Trustee to take any action under thisIndenture, the Issuer shall furnish to the Trustee:

 

### (a)         an Officers’ Certificate in form andsubstance reasonably satisfactory to the Trustee (which shall include thestatements set forth in Section 11.05 hereof) stating that, in the opinion ofthe signers, all conditions precedent and covenants, if any, provided for inthis Indenture relating to the proposed action have been satisfied; and

###  

### (b)         an Opinion of Counsel in form andsubstance reasonably satisfactory to the Trustee (which shall include thestatements set forth in Section 11.05 hereof) stating that, in the opinion ofsuch counsel, all such conditions precedent and covenants have been satisfied.

###  

## *SECTION 11.05*.  STATEMENTS REQUIRED IN CERTIFICATEOR OPINION.

## * *

Each certificate oropinion with respect to compliance with a condition or covenant provided for inthis Indenture (other than a certificate provided pursuant to TIA§ 314(a)(4)) shall comply with the provisions of TIA § 314(e) andshall include:

 

### (a)         a statement that the Person making suchcertificate or opinion has read such covenant or condition;

###  

### (b)         a brief statement as to the nature andscope of the examination or investigation upon which the statements or opinionscontained in such certificate or opinion are based;

###  

### (c)         a statement that, in the opinion of suchPerson, he or she has made such examination or investigation as is necessary toenable him to express an informed opinion as to whether or not such covenant orcondition has been satisfied; and

###  

### (d)         a statement as to whether or not, in theopinion of such Person, such condition or covenant has been satisfied.

###  

## *SECTION 11.06*.  RULES BY TRUSTEE AND AGENTS.

## * *

The Trustee may makereasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may makereasonable rules and set reasonable requirements for its functions.

 

## *SECTION 11.07*.  NO PERSONAL LIABILITY OFDIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

## * *

No member, director,officer, employee, incorporator or stockholder of the Issuer or any Guarantor,as such, shall have any liability for any obligations of the Issuer or suchGuarantor under the Notes, the Note Guarantees or this Indenture or for anyclaim based on, in respect of, or by reason of, such obligations or theircreation (it being understood that such waiver is not intended to waive anyclaims with respect to applicable

 

67

----

 

fiduciary duties owed to theHolders or fraud). Each Holder of Notes by accepting a Note waives and releasesall such liability. The waiver and release are part of the consideration forissuance of the Notes.

 

## *SECTION 11.08*.  GOVERNING LAW.

## * *

THE INTERNAL LAW OF THESTATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTESAND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

 

## *SECTION 11.09*.  NO ADVERSE INTERPRETATION OF OTHERAGREEMENTS.

## * *

This Indenture may not beused to interpret any other indenture, loan or debt agreement of the Issuer orits Subsidiaries or of any other Person.  Any such indenture, loan or debtagreement may not be used to interpret this Indenture.

 

## *SECTION 11.10*.  SUCCESSORS.

## * *

All agreements of theIssuer in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in thisIndenture shall bind its successors.

 

## *SECTION 11.11*.  SEVERABILITY.

## * *

In case any provision inthis Indenture or in the Notes shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

 

## *SECTION 11.12*.  COUNTERPART ORIGINALS.

## * *

The parties may sign anynumber of copies of this Indenture.  Each signed copy shall be anoriginal, but all of them together represent the same agreement.

 

## *SECTION 11.13*.  TABLE OF CONTENTS, HEADINGS, ETC.

## * *

The Table of Contents,Cross-Reference Table and Headings of the Articles and Sections of thisIndenture have been inserted for convenience of reference only, are not to beconsidered a part of this Indenture and shall in no way modify or restrict anyof the terms or provisions hereof.

 

[Signatures onfollowing page]

 

68

----

 

SIGNATURES

 
| Dated as of July 23,  2004 |                                   |
|----------------------------|----------------------------------------|
|                       |                                   |
|                       | DECRANE AIRCRAFT HOLDINGS, INC.        |
|                       |                                   |
|                       | BY:                                    | /s/  R. JACK DECRANE |   |
|                       |                                   | Name:  R. Jack DeCrane |
|                       |                                   | Title:  Chief Executive Officer |
|                       |                                   |
|                       | AUDIO INTERNATIONAL, INC.              |
|                       |                                   |
|                       | CARL F. BOOTH & CO., LLC           |
|                       |                                   |
|                       | CUSTOM WOODWORK & PLASTICS, LLC    |
|                       |                                   |
|                       | DAH-IP HOLDINGS, INC.                  |
|                       |                                   |
|                       | DAH-IP INFINITY, INC.                  |
|                       |                                   |
|                       | DECRANE AIRCRAFT SEATING COMPANY, INC. |
|                       |                                   |
|                       | DECRANE CABIN INTERIORS-CANADA, INC.   |
|                       |                                   |
|                       | DECRANE CABIN INTERIORS, LLC           |
|                       |                                   |
|                       | HOLLINGSEAD INTERNATIONAL, INC.        |
|                       |                                   |
|                       | PATS AIRCRAFT, LLC                     |
|                       |                                   |
|                       | PCI NEWCO, INC.                        |
|                       |                                   |
|                       | PPI HOLDINGS, INC.                     |
|                       |                                   |
|                       | PRECISION PATTERN, INC.                |
|                       |                                   |
|                       | THE INFINITY PARTNERS, LTD.            |
|                       |                                   |
|                       | BY:                                    | /s/  R. JACK DECRANE |   |
|                       |                                   | Name:  R. Jack DeCrane |
|                       |                                   | Title:  Authorized Signatory |

 

69

----

 
| U.S. Bank National  Association  as Trustee |
|---------------------------------------------|
|                                        |
|                                        |
| BY:                                         | /S/ CAUNA M. SILVA |   |
|                                        | Name:  Cauna M. Silva |
|                                        | Title:  Vice President |

 

70

----

 

**EXHIBIT A-1**

(Face of Note)

 

THIS SECURITY MAYBE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR THE PURPOSES OF THE INTERNAL REVENUECODE OF 1986, AS AMENDED.  HOLDERS THATWISH TO OBTAIN INFORMATION ABOUT THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUEDISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE INSTRUMENT FOR PURPOSES OFU.S. TAX LAW MAY DO SO BY CONTACTING: DeCrane Aircraft Holdings, Inc., 2361Rosecrans Avenue, Suite 180 El Segundo, California 90245, Attention:  Chief Financial Officer.]

 

CUSIP            

 

17% SeniorDiscount Notes due 2008

 
| No. 1 |   | $[                   ] |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------|

 

DECRANE AIRCRAFT HOLDINGS, INC. (THE “ISSUER”)

 

promises to pay to[           ], orregistered assigns, the principal sum of                      Dollars($                   )on September 30, 2008.

 

 
|   | Dated:               ,  200  |
|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                               |
|   | DECRANE AIRCRAFT HOLDINGS, INC.                                                                    |
|   |                                                                                               |
|   |                                                                                               |
|   | By:                                                                                                |   |   |
|   |                                                                                               | Name: |
|   |                                                                                               | Title: |

 

This is one of theNotes referred to in thewithin-mentioned Indenture:

 
| U.S. BANK NATIONAL  ASSOCIATION  as Trustee |
|---------------------------------------------|
|                                        |
|                                        |
| By:                                         |   |   |
|                                        | Name: |
|                                        | Title: |

 

A-1-1

----

 

(Back of Note)

 

17% SeniorDiscount Notes due 2008

 

[THIS GLOBAL NOTEIS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) ORITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND ISNOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THETRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOTIN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTEMAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OFTHE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSORDEPOSITARY WITH THE PRIOR WRITTEN CONSENT DECRANE AIRCRAFT HOLDINGS, INC.](1)

 

[THIS NOTE (OR ITSPREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1)REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT HAS ACQUIRED THIS NOTE IN ANOFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACTOR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OR REGULATION D UNDER THE SECURITIES ACT (AN “IAI”), (2)AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TOTHE ISSUERS OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLERREASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTOF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN ANOFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THESECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDERTHE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THETRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTSRELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROMTHE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPALAMOUNT AT MATURITY OF NOTES LESS THAN $250,000, AN OPINION OF COUNSELACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THESECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSELACCEPTABLE TO THE ISSUERS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWSOF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3)AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTERESTHEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  AS USED HEREIN, THE

 

----

*(1)**          This should be included only if the Note isbeing issued in global form.*

 

A-1-2

----

 

TERMS “OFFSHORE TRANSACTION”AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION SUNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THETRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THEFOREGOING.]

 

Capitalized terms usedherein shall have the meanings assigned to them in the Indenture referred tobelow unless otherwise indicated.

 

1.             *INTEREST*. No interest shall accrue on this Note. Instead, the Accreted Value of the Note will accrete at a rate of 17%from the date of issuance, compounded semiannually on each March 30 andSeptember 30 (commencing September 30, 2004), to an aggregate Accreted Value of$127,771,000, the full principal amount at maturity, on September 30,2008.  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 a rateof 18% per annum.

 

2.             *METHOD OFPAYMENT*. The Notes will be payable as to principal, premium and interest on overdueprincipal, if any, at the office of the Paying Agent and Registrar.  Holders of Notes must surrender their Notesto the Paying Agent to collect principal payments, and the Issuer may payprincipal, premium and interest on overdue principal, if any, by check and maymail checks to a Holder’s registered address; *provided* that all paymentswith respect to Global Notes and Definitive Notes, the Holders of which havegiven wire transfer instructions to the Issuer, will be required to be made bywire transfer of immediately available funds to the accounts specified by theHolders thereof.  Such payment shall bein such coin or currency of the United States of America as at the time ofpayment is legal tender for payment of public and private debts.

 

3.             *PAYINGAGENT AND REGISTRAR*.  Initially,U.S. Bank National Association, the Trustee under the Indenture, will act asPaying Agent and Registrar.  The Issuer may change any Paying Agent orRegistrar without notice to any Holder.  The Issuer or any of itsSubsidiaries may act in any such capacity.

 

4.             *INDENTURE*  The Issuer issued the Notes under an Indenture dated as of July 23, 2004(“*Indenture*”),among the Issuer, the Guarantors and the Trustee.  The terms of the Notesinclude those stated in the Indenture and those made part of the Indenture byreference to the Trust Indenture Act of 1939, as amended (15 U.S.Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms,and Holders are referred to the Indenture and such Act for a statement of suchterms.  To the extent any provision of this Note conflicts with theexpress provisions of the Indenture, the provisions of the Indenture shall governand be controlling.  The Notes areobligations of the Issuer initially limited to $127,771,000 in aggregateprincipal amount at maturity.  Subjectto limits in the Indenture, the Issuer may issue Additional Notes constitutingthe same series as the Initial Notes.

 

5.             *OPTIONALREDEMPTION*.

 

Prior to September 30,2004, the Notes may be redeemed at any time at the option of the Issuer, inwhole or in part, upon not less than 30 nor more than 60 days’ notice, in cashat a redemption price equal to 106% of Accreted Value.  Thereafter, the Notes will be subject toredemption at any time at the option of the Issuer, in whole or in part, uponnot less than 30 nor more than 60 days’ notice, in cash at the redemptionprices (expressed as percentages of Accreted Value) set forth below, ifredeemed during the twelve month period beginning on September 30 of the yearsindicated below, to the applicable redemption date:

 

A-1-3

----

 
| **Year**                      |   | **Percentage** |   |
|-------------------------------|--------|----------------|--------|
|                          |   |           |   |
| 2004                          |   | 104.000        | %      |
|                          |   |           |   |
| 2005                          |   | 102.000        | %      |
|                          |   |           |   |
| 2006 and thereafter |   | 100.000        | %      |

 

6.             *MANDATORYREDEMPTION*.

 

Except as set forth inparagraph 7 below, the Issuer is not required to make mandatory redemptionof, or sinking fund payments with respect to, the Notes.

 

7.             *REPURCHASEAT OPTION OF HOLDER*.

 

(a)           Upon the occurrence of a Change of Control (such datebeing the *‘‘Changeof Control Payment’’*), each Holder of Notes shall have the right torequire the Issuer to purchase all or any part (equal to $1,000 or an integralmultiple thereof) of such Holder’s Notes pursuant to an offer at an offer pricein cash equal to 101% of the aggregate Accreted Value thereof.  Within 60 days following any Change ofControl, subject to the provisions of the Indenture, the Issuer shall mail anotice to each Holder of Notes at such Holder’s registered address settingforth the procedures governing the offer as required by the Indenture.

 

(b)           When the aggregate amount of Excess Proceeds exceeds$10.0 million, the Issuer will be required to make an offer to all Holders ofNotes to purchase the maximum principal amount of Notes that may be purchasedout of Excess Proceeds, at an offer price in cash in an amount equal to 100% ofthe Accreted Value thereof in accordance with the procedures set forth in theIndenture.  Holders of Notes that aresubject to an offer to purchase will receive an Asset Sale Offer from theIssuer prior to any related purchase date and may elect to have such Notespurchased by completing the form entitled “Option of Holder to Elect Purchase”on the reverse side of this Note.

 

8.             *NOTICE OFREDEMPTION*.  Notice of any redemption or offer topurchase will be mailed at least 30 days but not more than 60 days before theredemption or purchase date to each Holder of Notes to be redeemed or purchasedat such Holder’s registered address. Notes in denominations larger than $1,000 principal amount at maturitymay be redeemed in part but only in whole multiples of $1,000 principal amountat maturity, unless all of the Notes held by a Holder are to be redeemed.

 

9.             *DENOMINATIONS,TRANSFER, EXCHANGE*. The Notes are in registered form without coupons in denominations of $1,000principal amount at maturity and integral multiples thereof.  The transferof Notes may be registered and Notes may be exchanged as provided in theIndenture.  The Registrar and the Trustee may require a Holder, amongother things, to furnish appropriate endorsements and transfer documents andthe Issuer may require a Holder to pay any taxes and fees required by law orpermitted by the Indenture.  The Issuer need not exchange or register thetransfer of any Note or portion of a Note selected for redemption, except forthe unredeemed portion of any Note being redeemed in part.  Also, theIssuer need not exchange or register the transfer of any Notes for a period of15 days before a selection of Notes to be redeemed.

 

10.           *PERSONSDEEMED OWNERS*. The registered Holder of a Note may be treated as its owner for all purposes.

 

A-1-4

----

 

11.           *AMENDMENT,SUPPLEMENT AND WAIVER*. Subject to certain exceptions set forth in the Indenture, theIndenture, the Note Guarantees or the Notes may be amended or supplemented withthe consent of the Holders of at least a majority in principal amount atmaturity of the Notes then outstanding (including, without limitation, consentsobtained in connection with a purchase of, or tender offer or exchange offerfor, Notes), and any existing default or compliance with any provision of theIndenture or the Notes may be waived with the consent of the Holders of amajority in principal amount at maturity of the then outstanding Notes(including, without limitation, consents obtained in connection with a purchaseof, or tender offer or exchange offer for, Notes).  Notwithstanding the foregoing, without the consent of any Holderof Notes, the Issuer, the Guarantors and the Trustee may amend or supplementthe Indenture, the Note Guarantees or the Notes to cure any ambiguity, defector inconsistency, to provide for uncertificated Notes in addition to or inplace of certificated Notes, to provide for the assumption of the Issuer’sobligations to Holders of Notes in the case of a merger or consolidation orsale of all or substantially all of the Issuer’s assets, to make any change thatwould provide any additional rights or benefits to the Holders of Notes or thatdoes not materially adversely affect the legal rights under the Indenture ofany such Holder, or to comply with requirements of the Commission in order toeffect or maintain the qualification of the Indenture under the Trust IndentureAct or to provide for additional Note Guarantees of the Notes.

 

12.           *DEFAULTSAND REMEDIES*.

 

(a) Events of Defaultinclude:(a)default in payment when due of the principal of or premium, if any, on theNotes; (b) failure by the Issuer or any of its Restricted Subsidiaries for 30days after receipt of notice from the Trustee or Holders of at least 25% inprincipal amount at maturity of the Notes then outstanding to comply with theprovisions of Sections 4.07, 4.09, 4.10, 4.14 and Article 5 of the Indenture;(c) failure by the Issuer for 60 days after notice from the Trustee or theHolders of at least 25% in principal amount at maturity of the Notes thenoutstanding to comply with any of their other agreements in the Indenture orthe Notes; (d) default under any mortgage, indenture or instrument under whichthere may be issued or by which there may be secured or evidenced anyIndebtedness 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 RestrictedSubsidiaries), whether such Indebtedness or guarantee now exists, or is createdafter the date of the Indenture, which default (i) is caused by a failure topay Indebtedness at its stated final maturity (after giving effect to anyapplicable grace period provided in such Indebtedness) (a “Payment Default”) or(ii) results in the acceleration of such Indebtedness prior to its stated finalmaturity and, in each case, the principal amount of any such Indebtedness,together with the principal amount of any other such Indebtedness under whichthere has been a Payment Default or the maturity of which has been soaccelerated, aggregates $10.0 million or more; (e) failure by the Issuer or anyof its Restricted Subsidiaries to pay final judgments aggregating in excess of$10.0 million (net of any amounts with respect to which a reputable andcreditworthy insurance company has acknowledged liability in writing), whichjudgments are not paid, discharged or stayed for a period of 60 days; (f)except as permitted by the Indenture, any Note Guarantee shall be held in anyjudicial proceeding to be unenforceable or invalid or shall cease for anyreason to be in full force and effect or any Guarantor, or any Person acting onbehalf of any Guarantor, shall deny or disaffirm its obligations under its NoteGuarantee; and (g) certain events of bankruptcy or insolvency with respect tothe Issuer or any of its Restricted Subsidiaries that is a SignificantSubsidiary.  If any Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% inprincipal amount of the then outstanding Notes may declare all the Notes to bedue and payable immediately. Notwithstanding the foregoing, in the case of an Event of Defaultarising from certain events of bankruptcy or insolvency with respect to theIssuer or any of its Restricted Subsidiaries that is a Significant Subsidiary,all outstanding Notes will become due and payable without further action ornotice.

 

A-1-5

----

 

(b) In the event of adeclaration of acceleration of the Notes because an Event of Default hasoccurred and is continuing as a result of the acceleration of any Indebtednessdescribed in clause (d) of the preceding paragraph, the declaration ofacceleration of the Notes shall be automatically annulled if the holders of anyIndebtedness described in clause (d) have rescinded the declaration ofacceleration in respect of such Indebtedness within 30 days of the date of suchdeclaration and if (i) the annulment of the acceleration of the Notes would notconflict with any judgment or decree of a court of competent jurisdiction and(ii) all existing Events of Default, except non-payment of principal orinterest on the Notes that became due solely because of the acceleration of theNotes, have been cured or waived.

 

13.           *NOTEGUARANTEES.* Thepayment of principal of, premium, and interest and Liquidated Damages, if any,on the Notes are unconditionally guaranteed, jointly and severally, by theGuarantors.

 

14.           *ADDITIONALRIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES.*  In additionto the rights provided to Holders of Notes under the Indenture, Holders ofRestricted Global Notes shall have the rights set forth in the RegistrationRights Agreement dated as of July 23, 2004, among the Issuer, theGuarantors and the parties named on the signature pages thereof (the “*RegistrationRights Agreement*”).

 

15.           *TRUSTEEDEALINGS WITH ISSUER*.  The Trustee, in its individual or any othercapacity, may make loans to, accept deposits from, and perform services for theIssuer or its Affiliates, and may otherwise deal with Issuer or its Affiliates,as if it were not the Trustee.

 

16.           *NORECOURSE AGAINST OTHERS*.  A director, officer, employee, incorporator or stockholder, ofthe Issuer, as such, shall not have any liability for any obligations of theIssuer under the Notes or the Indenture or for any claim based on, in respectof, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives andreleases all such liability.  The waiver and release are part of theconsideration for the issuance of the Notes.

 

17.           *AUTHENTICATION*.  This Note shall not be validuntil authenticated by the manual signature of the Trustee or an authenticatingagent.

 

18.           *ABBREVIATIONS*.  Customary abbreviations may beused in the name of a Holder or an assignee, such as:  TEN COM (= tenantsin common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants withright of survivorship and not as tenants in common), CUST (= Custodian), andU/G/M/A (= Uniform Gifts to Minors Act).

 

19.           *CUSIPNUMBERS*.  Pursuant to a recommendation promulgated bythe Committee on Uniform Security Identification Procedures, the Issuer hascaused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIPnumbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracyof such numbers either as printed on the Notes or as contained in any notice ofredemption and reliance may be placed only on the other identification numbersplaced thereon.

 

The Issuer will furnishto any Holder upon written request and without charge a copy of the Indentureand/or the Registration Rights Agreement.  Requests may be made to:

 

DeCrane Aircraft Holdings, Inc.2361 Rosecrans Avenue, Suite 180El Segundo, California  90245Attention: Chief Financial Officer

 

A-1-6

----

 

**ASSIGNMENT FORM**

** **

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

 
|                                                       |
|------------------------------------------------------------|
| (Insert assignee’s soc. sec. or tax I.D. no.)         |
|                                                       |
|                                                       |
|                                                       |
| (Print or type assignee’s name, address and zip code) |

 

and irrevocablyappoint                                                                                                                                                                   totransfer this Note on the books of the Issuer.  The agent may substituteanother to act for him.

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

 

A-1-7

----

 

**OPTIONOF HOLDER TO ELECT PURCHASE**

** **

If you want to elect tohave this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of theIndenture, check the box below:

 

o Section 4.10                 o Section 4.14

 

If you want to elect tohave only part of the Note purchased by the Issuer pursuant toSection 4.10 or Section 4.14 of the Indenture, state the principal amountat maturity you elect to have purchased:$          

 

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

 

A-1-8

----

 

**[SCHEDULE OF EXCHANGES OF INTERESTS IN THEGLOBAL NOTE](2)**

** **

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

 
| **Date of  Exchange** |   | **Amount of  decrease in  Principal Amount  of this  Global Note** |   | **Amount of  increase in  Principal  Amount of this  Global Note** |   | **Principal  Amount  of this Global Note  following such  decrease (or increase)** |   | **Signature  of  authorized officer  of Trustee or  Note Custodian]** |   |
|-----------------------|--------|--------------------------------------------------------------------|--------|--------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|
|                  |   |                                                               |   |                                                               |   |                                                                               |   |                                                                  |   |
|                  |   |                                                               |   |                                                               |   |                                                                               |   |                                                                  |   |
|                  |   |                                                               |   |                                                               |   |                                                                               |   |                                                                  |   |

 

----

*(2)**          This should be included only if the Note isbeing issued in global form.*

 

A-1-9

----

 

**EXHIBIT B**

** **

**FORMOF CERTIFICATE OF TRANSFER**

** **

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite180

El Segundo, California  90245

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT  06103

 

Re:          17%Senior Discount Notes due 2008 of DeCrane Aircraft Holdings, Inc., a Delawarecorporation

 

Reference is hereby madeto the Indenture, dated as of July 23, 2004 (the “*Indenture*”), among DeCraneAircraft Holdings, Inc. (the “*Issuer*”), the guarantors party thereto andU.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meaningsgiven to them in the Indenture.

 

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

 

[CHECK ALL THAT APPLY]

 

1.             o  **Check if Transferee will take delivery of a beneficialinterest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A**.  The Transfer is being effected pursuant toand in accordance with Rule 144A under the United States Securities Act of1933, as amended (the “*Securities Act*”), and, accordingly, theTransferor hereby further certifies that the beneficial interest or DefinitiveNote is being transferred to a Person that the Transferor reasonably believedand believes is purchasing the beneficial interest or Definitive Note for itsown account, or for one or more accounts with respect to which such Personexercises sole investment discretion, and such Person and each such account isa “qualified institutional buyer” within the meaning of Rule 144A in atransaction meeting the requirements of Rule 144A and such Transfer is incompliance with any applicable blue sky securities laws of any state of theUnited States.  Upon consummation of theproposed Transfer in accordance with the terms of the Indenture, thetransferred beneficial interest or Definitive Note will be subject to therestrictions on transfer enumerated in the Private Placement Legend printed onthe 144A Global Note and/or the Definitive Note and in the Indenture and theSecurities Act.

 

2.             o  **Check if Transferee will take delivery of a beneficialinterest in the Temporary Regulation S Global Note, the Regulation S GlobalNote or a Definitive Note pursuant to Regulation S**.  The Transfer is being effected pursuant toand in accordance with Rule 903 or Rule 904 under the Securities Act and,accordingly, the Transferor hereby further certifies that (i) the Transfer isnot being made to a person in the United States and (x) at the time the buyorder was originated, the Transferee was outside the United States or suchTransferor and any Person acting on its behalf

 

B-1

----

 

reasonably believed andbelieves that the Transferee was outside the United States or (y) thetransaction was executed in, on or through the facilities of a designatedoffshore Securities market and neither such Transferor nor any Person acting onits behalf knows that the transaction was prearranged with a buyer in theUnited States, (ii) no directed selling efforts have been made in contraventionof the requirements of Rule 903(b) or Rule 904(b) of Regulation S under theSecurities Act, (iii) the transaction is not part of a plan or scheme to evadethe registration requirements of the Securities Act and (iv) if the proposedtransfer is being made prior to the expiration of the Restricted Period, thetransfer is not being made to a U.S. Person or for the account or benefit of aU.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the termsof the Indenture, the transferred beneficial interest or Definitive Note willbe subject to the restrictions on Transfer enumerated in the Private PlacementLegend printed on the Regulation S Global Note, the Temporary Regulation SGlobal Note and/or the Definitive Note and in the Indenture and the SecuritiesAct.

 

3.             o  **Check and complete if Transferee will take delivery ofa beneficial interest in a Definitive Note pursuant to any provision of theSecurities Act other than Rule 144A or Regulation S**.  The Transfer is being effected in compliancewith the transfer restrictions applicable to beneficial interests in RestrictedGlobal Notes and Restricted Definitive Notes and pursuant to and in accordancewith the Securities Act and any applicable blue sky securities laws of anystate of the United States, and accordingly the Transferor hereby furthercertifies that (check one):

 

(a)           o  such Transfer is being effected pursuant toand in accordance with Rule 144 under the Securities Act;

 

or

 

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

 

or

 

(c)           o  such Transfer is being effected pursuant toan effective registration statement under the Securities Act and in compliancewith the prospectus delivery requirements of the Securities Act;

 

or

 

(d)           o  such Transfer is being effected to anInstitutional Accredited Investor and pursuant to an exemption from theregistration requirements of the Securities Act other than Rule 144A, Rule 144or Rule 904, and the Transferor hereby further certifies that it has notengaged in any general solicitation within the meaning of Regulation D underthe Securities Act and the Transfer complies with the transfer restrictionsapplicable to beneficial interests in a Restricted Global Note or RestrictedDefinitive Notes and the requirements of the exemption claimed, whichcertification is supported by (1) a certificate executed by the Transferee inthe form of Exhibit D to the Indenture and (2) if such Transfer is in respectof a principal amount at maturity of Notes at the time of transfer of less than$250,000, an Opinion of Counsel provided by the Transferor or the Transferee (acopy of which the Transferor has attached to this certification), to the effectthat such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transferin accordance with the terms of the Indenture, the transferred beneficialinterest or Definitive Note will be subject to the restrictions on transferenumerated in the Private Placement Legend printed on the Definitive Notes andin the Indenture and the Securities Act.

 

B-2

----

 

4.             o  Check if Transferee will take delivery of abeneficial interest in an Unrestricted Global Note or of an UnrestrictedDefinitive Note.

 

(a)           o  **Check if Transfer is pursuant to Rule 144.** (i) The Transfer is being effected pursuantto and in accordance with Rule 144 under the Securities Act and in compliancewith the transfer restrictions contained in the Indenture and any applicableblue sky securities laws of any state of the United States and (ii) therestrictions on transfer contained in the Indenture and the Private PlacementLegend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transferin accordance with the terms of the Indenture, the transferred beneficialinterest or Definitive Note will no longer be subject to the restrictions ontransfer enumerated in the Private Placement Legend printed on the RestrictedGlobal 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 pursuantto and in accordance with Rule 903 or Rule 904 under the Securities Act and incompliance with the transfer restrictions contained in the Indenture and anyapplicable blue sky securities laws of any state of the United States and (ii)the restrictions on transfer contained in the Indenture and the PrivatePlacement Legend are not required in order to maintain compliance with theSecurities Act.  Upon consummation ofthe proposed Transfer in accordance with the terms of the Indenture, thetransferred beneficial interest or Definitive Note will no longer be subject tothe restrictions on transfer enumerated in the Private Placement Legend printedon the Restricted Global Notes, on Restricted Definitive Notes and in theIndenture.

 

(c)           o  **Check if Transfer is Pursuant to Other Exemption.**  (i) The Transfer is being effected pursuantto and in compliance with an exemption from the registration requirements ofthe Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliancewith the transfer restrictions contained in the Indenture and any applicableblue sky securities laws of any State of the United States and (ii) therestrictions on transfer contained in the Indenture and the Private PlacementLegend are not required in order to maintain compliance with the SecuritiesAct.  Upon consummation of the proposedTransfer in accordance with the terms of the Indenture, the transferredbeneficial interest or Definitive Note will not be subject to the restrictionson transfer enumerated in the Private Placement Legend printed on theRestricted Global Notes or Restricted Definitive Notes and in the Indenture.

 

This certificate and thestatements contained herein are made for your benefit and the benefit of theIssuer.

 
|                                                                                              |                         |   |
|---------------------------------------------------------------------------------------------------|------------------------------|--------|
|                                                                                              | [Insert Name of  Transferor] |
|                                                                                              |                         |
|                                                                                              | By:                          |   |   |
|                                                                                              |                         | Name:  |
|                                                                                              |                         | Title: |
|                                                                                              |                         |
| Dated:          ,      |                         |
|                                                                                                   |                              |        |  |

 

B-3

----

 

**ANNEX A TO CERTIFICATE OF TRANSFER**

** **

1.             The Transferor owns and proposes to transfer thefollowing:

 

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

 

(a)           o  a beneficial interest in the:

 

(i)            o  144A Global Note (CUSIP             ),or

 

(ii)           o  Regulation S Global Note (CUSIP             );or

 

 (b)          o a Restricted Definitive Note.

 

2.             After the Transfer the Transferee will hold:

 

[CHECK ONE]

 

(a)           o  a beneficial interest in the:

 

(i)            o  144A Global Note (CUSIP             ),or

 

(ii)           o  Regulation S Global Note (CUSIP             ),or

 

(iii)          o  Unrestricted Global Note (CUSIP             );or

 

(b)           o aRestricted Definitive Note; or

 

(c)           oan Unrestricted Definitive Note,

 

in accordancewith the terms of the Indenture.

 

B-4

----

 

**EXHIBIT C**

**FORM OFCERTIFICATE OF EXCHANGE**

 

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite180

El Segundo, California  90245

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT  06103

 

Re:          17%Senior Discount Notes due 2008 of DeCrane Aircraft Holdings, Inc., a Delawarecorporation.

 

(CUSIP:               )

 

Reference is hereby madeto the Indenture, dated as of July 23, 2004 (the “*Indenture*”), among DeCraneAircraft Holdings, Inc. (the “*Issuer*”), the guarantors party thereto andU.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meaningsgiven to them in the Indenture.

 

                 ,(the “*Owner*”)owns and proposes to exchange the Note[s] or interest in such Note[s] specifiedherein, in the principal amount at maturity 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 BeneficialInterests in a Restricted Global Note for Unrestricted Definitive Notes orBeneficial Interests in an Unrestricted Global Note**

 

(a)           o            **Check if Exchange is from beneficial interest in aRestricted Global Note to beneficial interest in an Unrestricted Global Note**. In connection with the Exchange of the Owner’s beneficial interest in aRestricted Global Note for a beneficial interest in an Unrestricted Global Notein an equal principal amount, the Owner hereby certifies (i) the beneficialinterest is being acquired for the Owner’s own account without transfer, (ii)such Exchange has been effected in compliance with the transfer restrictionsapplicable to the Global Notes and pursuant to and in accordance with theUnited States Securities Act of 1933, as amended (the “*Securities Act*”), (iii) therestrictions on transfer contained in the Indenture and the Private PlacementLegend are not required in order to maintain compliance with the Securities Actand (iv) the beneficial interest in an Unrestricted Global Note is beingacquired in compliance with any applicable blue sky securities laws of anystate of the United States.

 

(b)           o            **Check if Exchange is from beneficial interest in aRestricted Global Note to Unrestricted Definitive Note**. In connection with the Exchange of the Owner’s beneficial interest in aRestricted Global Note for an Unrestricted Definitive Note, the Owner herebycertifies (i) the Definitive Note is being acquired for the Owner’s own accountwithout transfer, (ii) such Exchange has been effected in compliance with thetransfer restrictions applicable to the Restricted Global Notes and pursuant toand in accordance with the Securities Act, (iii) the restrictions on transfercontained in the Indenture and the Private Placement Legend are not required inorder to maintain compliance with the

 

C-1

----

 

Securities Act and (iv) theDefinitive Note is being acquired in compliance with any applicable blue skysecurities laws of any state of the United States.

 

(c)           o            **Check if Exchange is from Restricted Definitive Noteto beneficial interest in an Unrestricted Global Note**. In connection with the Owner’s Exchange of a Restricted Definitive Notefor a beneficial interest in an Unrestricted Global Note, the Owner herebycertifies (i) the beneficial interest is being acquired for the Owner’s ownaccount without transfer, (ii) such Exchange has been effected in compliancewith the transfer restrictions applicable to Restricted Definitive Notes andpursuant to and in accordance with the Securities Act, (iii) the restrictionson transfer contained in the Indenture and the Private Placement Legend are notrequired in order to maintain compliance with the Securities Act and (iv) thebeneficial interest is being acquired in compliance with any applicable bluesky securities laws of any state of the United States.

 

(d)           o            **Check if Exchange is from Restricted Definitive Noteto Unrestricted Definitive Note**.  Inconnection with the Owner’s Exchange of a Restricted Definitive Note for anUnrestricted Definitive Note, the Owner hereby certifies (i) the UnrestrictedDefinitive Note is being acquired for the Owner’s own account without transfer,(ii) such Exchange has been effected in compliance with the transferrestrictions applicable to Restricted Definitive Notes and pursuant to and inaccordance with the Securities Act, (iii) the restrictions on transfercontained in the Indenture and the Private Placement Legend are not required inorder to maintain compliance with the Securities Act and (iv) the UnrestrictedDefinitive Note is being acquired in compliance with any applicable blue skysecurities laws of any state of the United States.

 

2.**          ****Exchange of Restricted Definitive Notes or Beneficial Interestsin Restricted Global Notes for Restricted Definitive Notes or BeneficialInterests in Restricted Global Notes**

 

(a)           o            **Check if Exchange is from beneficial interest in aRestricted Global Note to Restricted Definitive Note**. In connection with the Exchange of the Owner’s beneficial interest in aRestricted Global Note for a Restricted Definitive Note with an equal principalamount, the Owner hereby certifies that the Restricted Definitive Note is beingacquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchangein accordance with the terms of the Indenture, the Restricted Definitive Noteissued will continue to be subject to the restrictions on transfer enumeratedin the Private Placement Legend printed on the Restricted Definitive Note andin the Indenture and the Securities Act.

 

(b)           o            **Check if Exchange is from Restricted Definitive Noteto beneficial interest in a Restricted Global Note**. In connection with the Exchange of the Owner’s Restricted DefinitiveNote for a beneficial interest in the [CHECK ONE]  ̈ “144A Global Note,”“Regulation S Global Note,” with an equal principal amount, the Owner herebycertifies (i) the beneficial interest is being acquired for the Owner’s ownaccount without transfer and (ii) such Exchange has been effected in compliancewith the transfer restrictions applicable to the Restricted Global Notes andpursuant to and in accordance with the Securities Act, and in compliance withany applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchangein accordance with the terms of the Indenture, the beneficial interest issuedwill be subject to the restrictions on transfer enumerated in the Private PlacementLegend printed on the relevant Restricted Global Note and in the Indenture andthe Securities Act.

 

C-2

----

 

This certificate and the statements contained herein are made for yourbenefit and the benefit of the Issuer.

 
|                                                                                              |                    |   |
|---------------------------------------------------------------------------------------------------|-------------------------|--------|
|                                                                                              | [Insert Name of  Owner] |
|                                                                                              |                    |
|                                                                                              | By:                     |   |   |
|                                                                                              |                    | Name:  |
|                                                                                              |                    | Title: |
|                                                                                              |                    |
| Dated:          ,      |                    |
|                                                                                                   |                         |        |  |

 

C-3

----

 

**EXHIBIT D**

 

**FORMOF CERTIFICATE FROM****ACQUIRINGINSTITUTIONAL ACCREDITED INVESTOR**

 

DeCrane Aircraft Holdings, Inc.

2361 Rosecrans Avenue, Suite180

El Segundo, California  90245

 

U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT  06103

 

Re:          17%Senior Discount Notes due 2008 of DeCrane Aircraft Holdings, Inc., a Delawarecorporation.

 

(CUSIP:                )

 

Reference is hereby madeto the Indenture, dated as of July 23, 2004 (the “*Indenture*”), among DeCraneAircraft Holdings, Inc. (the “*Issuer*”), the guarantors party thereto andU.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meaningsgiven to them in the Indenture.

 

In connection with ourproposed purchase of$                   aggregate principal amount at maturity of a Definitive Note:

 

we confirm that:

 

1.             We understand that any subsequent transfer of the Notesor any interest therein is subject to certain restrictions and conditions setforth in the Indenture and the undersigned agrees to be bound by, and not toresell, pledge or otherwise transfer the Notes or any interest therein exceptin compliance with, such restrictions and conditions and the United StatesSecurities Act of 1933, as amended (the “*Securities Act*”).

 

2.             We understand that the offer and sale of the Noteshave not been registered under the Securities Act, and that the Notes and anyinterest therein may not be offered or sold except as permitted in thefollowing sentence.  We agree, on ourown behalf and on behalf of any accounts for which we are acting as hereinafterstated, that if we should sell the Notes or any interest therein, we will do soonly (A) to the Issuer or any subsidiary thereof, (B) in accordance with Rule144A under the Securities Act to a “qualified institutional buyer” (as definedtherein), (c) to an institutional “accredited investor” (as defined below)that, prior to such transfer, furnishes (or has furnished on its behalf by aU.S. broker-dealer) to you and to the Issuer a signed letter substantially inthe form of this letter and, if such transfer is in respect of a principalamount at maturity of Notes, at the time of transfer of less than $250,000, anOpinion of Counsel in form reasonably acceptable to the Issuer to the effectthat such transfer is in compliance with the Securities Act, (D) outside theUnited States in accordance with Rule 904 of Regulation S under the SecuritiesAct, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or(F) pursuant to an effective registration statement under the Securities Act,and we further agree to

 

D-1

----

 

provide to any personpurchasing the Definitive Note or beneficial interest in a Global Note from usin a transaction meeting the requirements of clauses (A) through (E) of thisparagraph a notice advising such purchaser that resales thereof are restrictedas stated herein.

 

3.             We understand that, on any proposed resale of theNotes or beneficial interest therein, we will be required to furnish to you andthe Issuer such certifications, legal opinions and other information as you andthe Issuer may reasonably require to confirm that the proposed sale complieswith the foregoing restrictions.  Wefurther understand that the Notes purchased by us will bear a legend to theforegoing effect.  We further understandthat any subsequent transfer by us of the Notes acquired by us must be effectedthrough one of the Placement Agents.

 

4.             We are an institutional “accredited investor” (asdefined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the SecuritiesAct) and have such knowledge and experience in financial and business mattersas to be capable of evaluating the merits and risks of our investment in theNotes, and we and any accounts for which we are acting are each able to bearthe economic risk of our or its investment.

 

5.             We are acquiring the Notes or beneficial interesttherein purchased by us for our own account or for one or more accounts (eachof which is an institutional “accredited investor”) as to each of which weexercise sole investment discretion.

 

You and the Issuer areentitled to rely upon this letter and are irrevocably authorized to producethis letter or a copy hereof to any interested party in any administrative orlegal proceedings or official inquiry with respect to the matters coveredhereby.

 

 
|                                                                                                                                                                                                                                        |                                  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------|--------|
|                                                                                                                                                                                                                                        | [Insert Name of  Accredited Investor] |
|                                                                                                                                                                                                                                        |                                  |
|                                                                                                                                                                                                                                        | By:                                   |   |   |
|                                                                                                                                                                                                                                        |                                  | Name:  |
|                                                                                                                                                                                                                                        |                                  | Title: |
|                                                                                                                                                                                                                                        |                                  |
| Dated:                                 ,      |                                  |
|                                                                                                                                                                                                                                             |                                       |        |  |  |

 

D-2

----

 

**EXHIBITE**

 

**FORM OFSUPPLEMENTAL INDENTURETO BE DELIVERED BY SUBSEQUENT GUARANTORS**

 

SUPPLEMENTAL INDENTURE(this “*SupplementalIndenture*”), dated as of          , 200 ,among                    (the “*Guarantor*”),a subsidiary of DeCrane Aircraft Holdings, Inc. (or its permitted successor), aDelaware corporation (the “*Issuer*”), the other Guarantors (as definedin the Indenture referred to herein) and U.S. Bank National Association, astrustee under the Indenture referred to below (the “*Trustee*”).

 

W I T N E S S E T H

 

WHEREAS, the Issuer hasheretofore executed and delivered to the Trustee an indenture (the “*Indenture*”),dated as of July 23, 2004, providing for the issuance of 17% Senior DiscountNotes due 2008 (the “*Notes*”);

 

WHEREAS, the Indentureprovides that under certain circumstances the Guarantor shall execute anddeliver to the Trustee a supplemental indenture pursuant to which the Guarantorshall unconditionally guarantee all of the Issuer’s Obligations under the Notesand the Indenture on the terms and conditions set forth herein (the “*NoteGuarantee*”); and

 

WHEREAS, pursuant toSection 9.06 of the Indenture, the Trustee is authorized to execute and deliverthis Supplemental Indenture.

 

NOW THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged, the Guarantor and the Trusteemutually covenant and agree for the equal and ratable benefit of the Holders ofthe Notes as follows:

 

1.*            **CAPITALIZED TERMS*.  Capitalizedterms used herein without definition shall have the meanings assigned to themin the Indenture.

 

2*.**            **AGREEMENT TO GUARANTEE*.  TheGuarantor hereby agrees as follows:

 

(a)           Along with all Guarantors named in the Indenture, tojointly and severally Guarantee to each Holder of a Note authenticated anddelivered by the Trustee and to the Trustee and its successors and assigns,irrespective of the validity and enforceability of the Indenture, the Notes orthe obligations of Issuer hereunder or thereunder, that:

 

(i)            the Accreted Value of the Notes will be promptly paidin full when due, whether at maturity, by acceleration, redemption or otherwise,and interest on the overdue principal of the Notes, if any, if lawful, and allother obligations of the Issuer to the Holders or the Trustee hereunder orthereunder will be promptly paid in full or performed, all in accordance withthe terms hereof and thereof; and

 

(ii)           in case of any extension of time of payment or renewalof any Notes or any of such other obligations, that same will be promptly paidin full when due or performed in accordance with the terms of the extension orrenewal, whether at stated maturity, by

 

E-1

----

 

acceleration or otherwise.  Failing payment when due of any amountso guaranteed or any performance so guaranteed for whatever reason, theGuarantors shall be jointly and severally obligated to pay the sameimmediately.

 

(b)           The obligations hereunder shall be unconditional,irrespective of the validity, regularity or enforceability of the Notes or theIndenture, the absence of any action to enforce the same, any waiver or consentby any Holder of the Notes with respect to any provisions hereof or thereof,the recovery of any judgment against Issuer, any action to enforce the same orany other circumstance which might otherwise constitute a legal or equitabledischarge or defense of a guarantor.

 

(c)           The following is hereby waived: diligence,presentment, demand of payment, filing of claims with a court in the event ofinsolvency or bankruptcy of the Issuer, any right to require a proceeding firstagainst the Issuer, protest, notice and all demands whatsoever.

 

(d)           This Note Guarantee shall not be discharged except bycomplete performance of the obligations contained in the Notes and theIndenture.

 

(e)           If any Holder or the Trustee is required by any courtor otherwise to return to the Issuer, the Guarantors, or any Custodian,trustee, liquidator or other similar official acting in relation to either theIssuer or the Guarantors, any amount paid by either to the Trustee or suchHolder, this Note Guarantee, to the extent theretofore discharged, shall bereinstated in full force and effect.

 

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

 

(g)           As between the Guarantors, on the one hand, and theHolders and the Trustee, on the other hand, (x) the maturity of theobligations guaranteed hereby may be accelerated as provided in Article 6of the Indenture for the purposes of this Note Guarantee, notwithstanding anystay, injunction or other prohibition preventing such acceleration in respectof the obligations guaranteed hereby, and (y) in the event of anyacceleration of such obligations as provided in Article 6 of the Indenture,such obligations (whether or not due and payable) shall forthwith become dueand payable by the Guarantors for the purpose of this Note Guarantee.

 

(h)           The Guarantors shall have the right to seekcontribution from any non-paying Guarantor so long as the exercise of suchright does not impair the rights of the Holders under the Guarantee.

 

(i)            Pursuant to Section 10.02 of the Indenture, aftergiving effect to any maximum amount and any other contingent and fixedliabilities that are relevant under any applicable Bankruptcy or fraudulentconveyance laws, and after giving effect to any collections from, rights toreceive contribution from or payments made by or on behalf of any otherGuarantor in respect of the obligations of such other Guarantor under Article10 of the Indenture shall result in the obligations of such Guarantor under itsNote Guarantee not constituting a fraudulent transfer or conveyance.

 

3*.**            **EXECUTION AND DELIVERY*.  EachGuarantor agrees that the Note Guarantees shall remain in full force and effectnotwithstanding any failure to endorse on each Note a notation of such NoteGuarantee.

 

E-2

----

 

4.*            **GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.*

 

(a)           No Guarantor may consolidate with or merge with orinto (whether or not such Guarantor is the surviving Person), anothercorporation, Person or entity whether or not affiliated with such Guarantorunless:

 

(i)            subject to Section 5(a) hereof, the Person formed byor surviving any such consolidation or merger (if other than such Guarantor)assumes all the obligations of such Guarantor pursuant to a supplementalindenture in form and substance reasonably satisfactory to the Trustee, underthe Notes, the Indenture and the Registration Rights Agreement;

 

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

 

(iii)          Issuer would, at the time of such transaction andafter giving pro forma effect thereto as if such transaction had occurred atthe beginning of the applicable four-quarter period, have a Fixed ChargeCoverage Ratio of at least 2.0 to 1;

 

*provided that*, the requirements of clause (iii) ofthis Section 4(a) will not apply in the case of a consolidation with or mergerwith or into the Issuer or another Guarantor.

 

(b)           In case of any such consolidation or merger, and uponthe assumption by the successor Person, by supplemental indenture executed anddelivered to the Trustee in the form of Exhibit E to the Indenture or otherwisesatisfactory in form to the Trustee, of the Note Guarantee and the due andpunctual performance of all of the covenants and conditions of the Indenture tobe performed by the Guarantor, such successor Person shall succeed to and besubstituted for the Guarantor with the same effect as if it had been namedherein as a Guarantor.  All the Note Guarantees so issued shall in allrespects have the same legal rank and benefit under the Indenture as the NoteGuarantees theretofore and thereafter issued in accordance with the terms ofthe Indenture as though all of such Note Guarantees had been issued at the dateof the execution hereof.

 

(c)           Except as set forth in Articles 4 and 5 of theIndenture, and notwithstanding clauses (a) and (b) above, nothing contained inthe Indenture or in any of the Notes shall prevent any consolidation or mergerof a Guarantor with or into the Issuer or another Guarantor, or shall preventany sale or conveyance of the property of a Guarantor as an entirety orsubstantially as an entirety to the Issuer or another Guarantor.

 

*5.**            **RELEASES.*

 

(a)           In the event of a sale or other disposition of all ofthe assets of any Guarantor, by way of merger, consolidation or otherwise, or asale or other disposition of all of the capital stock of any Guarantor, suchGuarantor (in the event of a sale or other disposition, by way of such amerger, consolidation or otherwise, of all of the capital stock of suchGuarantor) or the corporation acquiring the property (in the event of a sale orother disposition of all of the assets of such Guarantor) will be released andrelieved of any obligations under its Note Guarantee; *provided* that the NetProceeds of such sale or other disposition are applied in accordance with theapplicable provisions of the Indenture, including without limitation Section4.10 of the Indenture.  Upon delivery bythe Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counselto the effect that such sale or other disposition was made by the Issuer inaccordance with the applicable provisions of the Indenture, including, withoutlimitation,

 

E-3

----

 

Section 4.10 of the Indenture,the Trustee shall execute any documents reasonably required in order toevidence the release of any Guarantor from its obligations under its NoteGuarantee.

 

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

 

6.             *NORECOURSE AGAINST OTHERS*.  No past, present or future director, officer, employee,incorporator, stockholder or agent of the Guarantor, as such, shall have anyliability for any obligations of the Issuer or any Guarantor under the Notes,any Note Guarantees, the Indenture or this Supplemental Indenture or for anyclaim based on, in respect of, or by reason of, such obligations or theircreation.  Each Holder of the Notes byaccepting a Note waives and releases all such liability.  The waiver and release are part of theconsideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federalsecurities laws and it is the view of the Commission that such a waiver isagainst public policy.

 

7.             *NEW YORKLAW TO GOVERN*.  THE INTERNAL LAW OF THE STATE OF NEW YORKSHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

8.             *COUNTERPARTS* The parties may sign any number of copies of this SupplementalIndenture.  Each signed copy shall be anoriginal, but all of them together represent the same agreement.

 

9.             *EFFECT OFHEADINGS*.  The Section headings herein are forconvenience only and shall not affect the construction hereof.

 

10            *THETRUSTEE*.  The Trustee shall not be responsible in anymanner whatsoever for or in respect of the validity or sufficiency of thisSupplemental Indenture or for or in respect of the recitals contained herein,all of which recitals are made solely by the Guarantor and the Issuer.

 

E-4

----

 

IN WITNESS WHEREOF, the parties hereto havecaused this Supplemental Indenture to be duly executed as of the date firstabove written.

 

 
|   | [Guarantor]                                 |
|--------|---------------------------------------------|
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title: |
|   |                                        |
|   |                                        |
|   | DECRANE AIRCRAFT HOLDINGS, INC.             |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title: |
|   |                                        |
|   |                                        |
|   | [EXISTING GUARANTORS]                       |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title |
|   |                                        |
|   |                                        |
|   | U.S. BANK NATIONAL ASSOCIATION,  as Trustee |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        | Name: |
|   |                                        | Title: |

 

E-5

----