exv4w1



 



EXHIBIT 4.1



 












GXS CORPORATION



and each of the Guarantors named herein



SENIOR SUBORDINATED RESET NOTES DUE 2009











INDENTURE



Dated as of September 27, 2002


















WELLS FARGO BANK MINNESOTA, 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)
	 	 	13.03	 
	
	
	
	

	 	 	
(c)
	 	 	13.03	 
	
	
	
	

	313	 	
(a)
	 	 	7.06	 
	
	
	
	

	 	 	
(b)(2)
	 	 	7.06; 7.07	 
	
	
	
	

	 	 	
(c)
	 	 	7.06; 13.02	 
	
	
	
	

	 	 	
(d)
	 	 	7.06	 
	
	
	
	

	314	 	
(a)
	 	 	4.03;13.02; 13.05	 
	
	
	
	

	 	 	
(c)(1)
	 	 	13.04	 
	
	
	
	

	 	 	
(c)(2)
	 	 	13.04	 
	
	
	
	

	 	 	
(c)(3)
	 	 	N.A.	 
	
	
	
	

	 	 	
(e)
	 	 	13.05	 
	
	
	
	

	 	 	
(f)
	 	 	N.A.	 
	
	
	
	

	315	 	
(a)
	 	 	7.01	 
	
	
	
	

	 	 	
(b)
	 	 	7.05,13.02	 
	
	
	
	

	 	 	
(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)
	 	 	13.01	 
	
	
	
	

	 	 	
(b)
	 	 	N.A.	 
	
	
	
	

	 	 	
(c)
	 	 	13.01	 



N.A. means not applicable.


*     This Cross Reference Table is not part of the Indenture.



 










 



TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	
	 	 	
ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE	 	 
	
	
	
	

	Section 1.01	 	
Definitions
	 	1
	
	
	
	

	Section 1.02	 	
Other Definitions
	 	24
	
	
	
	

	Section 1.03	 	
Incorporation by Reference of Trust Indenture Act
	 	24
	
	
	
	

	Section 1.04	 	
Rules of Construction
	 	25
	
	
	
	

	 	 	
ARTICLE 2.

THE NOTES	 	 
	
	
	
	

	Section 2.01	 	
Form and Dating
	 	25
	
	
	
	

	Section 2.02	 	
Execution and Authentication
	 	26
	
	
	
	

	Section 2.03	 	
Registrar and Paying Agent
	 	26
	
	
	
	

	Section 2.04	 	
Paying Agent to Hold Money in Trust
	 	26
	
	
	
	

	Section 2.05	 	
Holder Lists
	 	27
	
	
	
	

	Section 2.06	 	
Transfer and Exchange
	 	27
	
	
	
	

	Section 2.07	 	
Replacement Notes
	 	39
	
	
	
	

	Section 2.08	 	
Outstanding Notes
	 	39
	
	
	
	

	Section 2.09	 	
Treasury Notes
	 	40
	
	
	
	

	Section 2.10	 	
Temporary Notes
	 	40
	
	
	
	

	Section 2.11	 	
Cancellation
	 	40
	
	
	
	

	Section 2.12	 	
Defaulted Interest
	 	40
	
	
	
	

	Section 2.13	 	
Reset Feature
	 	40
	
	
	
	

	 	 	
ARTICLE 3.	 	 
	
	
	
	

	 	 	
REDEMPTION AND PREPAYMENT	 	 
	
	
	
	

	Section 3.01	 	
Notices to Trustee
	 	41
	
	
	
	

	Section 3.02	 	
Selection of Notes to Be Redeemed or Purchased
	 	41
	
	
	
	

	Section 3.03	 	
Notice of Redemption
	 	42
	
	
	
	

	Section 3.04	 	
Effect of Notice of Redemption
	 	43
	
	
	
	

	Section 3.05	 	
Deposit of Redemption or Purchase Price
	 	43
	
	
	
	

	Section 3.06	 	
Notes Redeemed or Purchased in Part
	 	43
	
	
	
	

	Section 3.07	 	
Optional Redemption
	 	43
	
	
	
	

	Section 3.08	 	
Mandatory Redemption
	 	44
	
	
	
	

	Section 3.09	 	
Offer to Purchase by Application of Excess Proceeds
	 	44
	
	
	
	

	 	 	
ARTICLE 4.

COVENANTS	 	 
	
	
	
	

	Section 4.01	 	
Payment of Notes
	 	46
	
	
	
	

	Section 4.02	 	
Maintenance of Office or Agency
	 	46
	
	
	
	

	Section 4.03	 	
Reports
	 	47
	
	
	
	

	Section 4.04	 	
Compliance Certificate
	 	47
	
	
	
	

	Section 4.05	 	
Taxes
	 	48
	
	
	
	

	Section 4.06	 	
Stay, Extension and Usury Laws
	 	48
	
	
	
	

	Section 4.07	 	
Restricted Payments
	 	48
	
	
	
	

	Section 4.08	 	
Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	51
	
	
	
	

	Section 4.09	 	
Incurrence of Indebtedness
	 	53



i






 




	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	
	
	
	
	

	Section 4.10	 	
Asset Sales
	 	56
	
	
	
	

	Section 4.11	 	
Transactions with Affiliates
	 	57
	
	
	
	

	Section 4.12	 	
Liens
	 	59
	
	
	
	

	Section 4.13	 	
Business Activities
	 	59
	
	
	
	

	Section 4.14	 	
Corporate Existence
	 	59
	
	
	
	

	Section 4.15	 	
Offer to Repurchase Upon Change of Control
	 	60
	
	
	
	

	Section 4.16	 	
No Senior Subordinated Debt
	 	61
	
	
	
	

	Section 4.17	 	
Payments for Consent
	 	61
	
	
	
	

	Section 4.18	 	
Additional Subsidiary Guarantees
	 	61
	
	
	
	

	Section 4.19	 	
Designation of Restricted and Unrestricted Subsidiaries
	 	62
	
	
	
	

	Section 4.20	 	
Limitation on Sale and Leaseback Transactions
	 	62
	
	
	
	

	Section 4.21	 	
Limitation on Issuances and Sales of Equity Interests in Wholly Owned Restricted
Subsidiaries
	 	62
	
	
	
	

	 	 	
ARTICLE 5.

SUCCESSORS	 	 
	
	
	
	

	Section 5.01	 	
Merger, Consolidation, or Sale of Assets
	 	63
	
	
	
	

	Section 5.02	 	
Successor Corporation Substituted
	 	64
	
	
	
	

	 	 	
ARTICLE 6.

DEFAULTS AND REMEDIES	 	 
	
	
	
	

	Section 6.01	 	
Events of Default
	 	65
	
	
	
	

	Section 6.02	 	
Acceleration
	 	66
	
	
	
	

	Section 6.03	 	
Other Remedies
	 	67
	
	
	
	

	Section 6.04	 	
Waiver of Past Defaults
	 	67
	
	
	
	

	Section 6.05	 	
Control by Majority
	 	68
	
	
	
	

	Section 6.06	 	
Limitation on Suits
	 	68
	
	
	
	

	Section 6.07	 	
Rights of Holders of Notes to Receive Payment
	 	68
	
	
	
	

	Section 6.08	 	
Collection Suit by Trustee
	 	68
	
	
	
	

	Section 6.09	 	
Trustee May File Proofs of Claim
	 	68
	
	
	
	

	Section 6.10	 	
Priorities
	 	69
	
	
	
	

	Section 6.11	 	
Undertaking for Costs
	 	69
	
	
	
	

	 	 	
ARTICLE 7.

TRUSTEE	 	 
	
	
	
	

	Section 7.01	 	
Duties of Trustee
	 	70
	
	
	
	

	Section 7.02	 	
Rights of Trustee
	 	70
	
	
	
	

	Section 7.03	 	
Individual Rights of Trustee
	 	71
	
	
	
	

	Section 7.04	 	
Trustee’s Disclaimer
	 	71
	
	
	
	

	Section 7.05	 	
Notice of Defaults
	 	71
	
	
	
	

	Section 7.06	 	
Reports by Trustee to Holders of the Notes
	 	71
	
	
	
	

	Section 7.07	 	
Compensation and Indemnity
	 	72
	
	
	
	

	Section 7.08	 	
Replacement of Trustee
	 	73
	
	
	
	

	Section 7.09	 	
Successor Trustee by Merger, etc.
	 	73
	
	
	
	

	Section 7.10	 	
Eligibility; Disqualification
	 	73
	
	
	
	

	Section 7.11	 	
Preferential Collection of Claims Against Company
	 	74
	
	
	
	

	 	 	
ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	 
	
	
	
	

	Section 8.01	 	
Option to Effect Legal Defeasance or Covenant Defeasance
	 	74
	
	
	
	

	Section 8.02	 	
Legal Defeasance and Discharge
	 	74
	
	
	
	

	Section 8.03	 	
Covenant Defeasance
	 	75



ii






 




	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	
	
	
	
	

	Section 8.04	 	
Conditions to Legal or Covenant Defeasance
	 	75
	
	
	
	

	Section 8.05	 	
Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions
	 	76
	
	
	
	

	Section 8.06	 	
Repayment to Company
	 	77
	
	
	
	

	Section 8.07	 	
Reinstatement
	 	77
	
	
	
	

	 	 	
ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER	 	 
	
	
	
	

	Section 9.01	 	
Without Consent of Holders of Notes
	 	77
	
	
	
	

	Section 9.02	 	
With Consent of Holders of Notes
	 	78
	
	
	
	

	Section 9.03	 	
Compliance with Trust Indenture Act
	 	79
	
	
	
	

	Section 9.04	 	
Revocation and Effect of Consents
	 	79
	
	
	
	

	Section 9.05	 	
Notation on or Exchange of Notes
	 	80
	
	
	
	

	Section 9.06	 	
Trustee to Sign Amendments, etc.
	 	80
	
	
	
	

	 	 	
ARTICLE 10.

SUBORDINATION	 	 
	
	
	
	

	Section 10.01	 	
Agreement to Subordinate
	 	80
	
	
	
	

	Section 10.02	 	
Liquidation; Dissolution; Bankruptcy
	 	80
	
	
	
	

	Section 10.03	 	
Default on Designated Senior Debt
	 	81
	
	
	
	

	Section 10.04	 	
Acceleration of Notes
	 	81
	
	
	
	

	Section 10.05	 	
When Distribution Must Be Paid Over
	 	81
	
	
	
	

	Section 10.06	 	
Notice by Company
	 	82
	
	
	
	

	Section 10.07	 	
Subrogation
	 	82
	
	
	
	

	Section 10.08	 	
Relative Rights
	 	82
	
	
	
	

	Section 10.09	 	
Subordination May Not Be Impaired by Company
	 	83
	
	
	
	

	Section 10.10	 	
Distribution or Notice to Representative
	 	83
	
	
	
	

	Section 10.11	 	
Rights of Trustee and Paying Agent
	 	83
	
	
	
	

	Section 10.12	 	
Authorization to Effect Subordination
	 	83
	
	
	
	

	Section 10.13	 	
Amendments
	 	83
	
	
	
	

	Section 10.14	 	
Reinstatement
	 	84
	
	
	
	

	Section 10.15	 	
No Waiver of Subordination Provisions
	 	84
	
	
	
	

	 	 	
ARTICLE 11.

NOTE GUARANTEES	 	 
	
	
	
	

	Section 11.01	 	
Guarantee
	 	84
	
	
	
	

	Section 11.02	 	
Limitation on Guarantor Liability
	 	85
	
	
	
	

	Section 11.03	 	
Execution and Delivery of Subsidiary Guarantee
	 	86
	
	
	
	

	Section 11.04	 	
Guarantors May Consolidate, etc., on Certain Terms
	 	86
	
	
	
	

	Section 11.05	 	
Releases Following Sale of Assets
	 	87
	
	
	
	

	Section 11.06	 	
Subordination of Subsidiary Guarantee
	 	87
	
	
	
	

	Section 11.07	 	
Release Following Designation as an Unrestricted Subsidiary
	 	87
	
	
	
	

	 	 	
ARTICLE 12.

SATISFACTION AND DISCHARGE	 	 
	
	
	
	

	Section 12.01	 	
Satisfaction and Discharge
	 	87
	
	
	
	

	Section 12.02	 	
Application of Trust Money
	 	88
	
	
	
	

	 	 	
ARTICLE 13.

MISCELLANEOUS	 	 
	
	
	
	

	Section 13.01	 	
Trust Indenture Act Controls
	 	89
	
	
	
	

	Section 13.02	 	
Notices
	 	89



iii






 




	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	
	
	
	
	

	Section 13.03	 	
Communication by Holders of Notes with Other Holders of Notes
	 	90
	
	
	
	

	Section 13.04	 	
Certificate and Opinion as to Conditions Precedent
	 	90
	
	
	
	

	Section 13.05	 	
Statements Required in Certificate or Opinion
	 	90
	
	
	
	

	Section 13.06	 	
Rules by Trustee and Agents
	 	91
	
	
	
	

	Section 13.07	 	
No Personal Liability of Directors, Officers, Employees and Stockholders
	 	91
	
	
	
	

	Section 13.08	 	
Governing Law
	 	91
	
	
	
	

	Section 13.09	 	
No Adverse Interpretation of Other Agreements
	 	91
	
	
	
	

	Section 13.10	 	
Successors
	 	91
	
	
	
	

	Section 13.11	 	
Severability
	 	91
	
	
	
	

	Section 13.12	 	
Counterpart Originals
	 	91
	
	
	
	

	Section 13.13	 	
Table of Contents, Headings, etc.
	 	91
	
	
	
	

	 	 	
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 NOTE GUARANTEE	 	 
	
	
	
	

	Exhibit F	 	
FORM OF SUPPLEMENTAL INDENTURE	 	 




iv









 



     INDENTURE dated as of September 27, 2002 among GXS Corporation, a Delaware
corporation (the “Company”), the Guarantors (as defined) and Wells Fargo Bank
Minnesota, N.A., as trustee (the “Trustee”).


     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the Senior Subordinated Reset Notes due 2009 (the “Notes”):




ARTICLE 1.


DEFINITIONS AND INCORPORATION


BY REFERENCE



Section 1.01 Definitions.


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


     “Acquired Debt” means, with respect to any specified Person:



		
	 	     (1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with,
or in contemplation of, such other Person merging with or into, or
becoming a Subsidiary of, such specified Person; and
	 
	 	     (2) Indebtedness secured by a Lien encumbering any asset acquired by
such specified Person.



     “Additional Notes” means PIK Notes, issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as
the Initial Notes.


     “Affiliate” of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition (i)
“control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing and
(ii) upon consummation of the transactions contemplated by the Inducement
Agreement and the Documents, as such term is defined therein, General Electric
Corporation shall not be deemed to be deemed an Affiliate of the Company. For
purposes of the provisions described under Section 4.11 hereof and under the
last paragraph of Section 4.07 hereof only, “Affiliate” shall also mean any
direct or indirect beneficial owner of shares or other interests representing
10% or more of the total voting power of the Voting Stock (on a fully diluted
basis) of the Company or of rights or warrants to purchase such Voting Stock
(whether or not currently exercisable) and any Person who would be an Affiliate
of any such beneficial owner pursuant to the first sentence hereof.


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


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



     “Asset Sale” means:


1






 




		
	 	     (1) the sale, lease, conveyance or other disposition of any assets
or rights, other than in the ordinary course of business; provided that
the sale, conveyance or other disposition of all or substantially all of
the assets owned by the Company and its Subsidiaries taken as a whole
will be governed by Section 4.15 and/or Section 5.01 hereof and not by
Section 4.10 hereof; and
	 
	 	     (2) the issuance of Equity Interests by any Restricted Subsidiary or
the sale of Equity Interests in any Restricted Subsidiary.
	 	 
	 	Notwithstanding the preceding, none of the following items will be deemed
to be an Asset Sale:





		
	 	     (1) any single transaction or series of related transactions that
involves assets or rights having a fair market value of less than $5.0
million;
	 
	 	     (2) a transfer of assets or rights between or among the Company and
its Wholly Owned Restricted Subsidiaries;
	 
	 	     (3) an issuance of Equity Interests by a Subsidiary of the Company
to the Company or to a Restricted Subsidiary of the Company;
	 
	 	     (4) the sale or lease of equipment, inventory, accounts receivable
or other assets or rights in the ordinary course of business and
consistent with industry practice;
	 
	 	     (5) the disposition of equipment no longer used or useful in the
business of the Company or any of its Restricted Subsidiaries;
	 
	 	     (6) a Sale/Leaseback Transaction with respect to any assets within
90 days of the acquisition of such assets;
	 
	 	     (7) the sale or other disposition of Cash Equivalents;
	 
	 	     (8) the sale or disposition of any assets or property received as a
result of a foreclosure by the Company or any of its Restricted
Subsidiaries of any secured Investment or any other transfer of title
with respect to any secured Investment in default;
	 
	 	     (9) the grant of any license of patents or trademarks or
registrations therefor and other similar intellectual property in the
ordinary course of business and consistent with industry practice;
	 
	 	     (10) a sale of accounts receivable and related assets pursuant to a
Receivables Facility; and
	 
	 	     (11) any Restricted Investment permitted to be made pursuant to
Section 4.07 hereof.



     “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as
at the time of determination, the present value (discounted at the interest
rate implicit in such transaction, determined in accordance with GAAP) of the
total obligations of the lessee for net rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended or may be, at the option of the
lessor, extended).


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


2






 


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


     “Board of Directors” means the Board of Directors of the Company.


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


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


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


     “Capital Stock” means:



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



     “Cash Equivalents” means:



		
	 	     (1) United States dollars;
	 
	 	     (2) securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality of the
United States government having maturities of not more than one year from
the date of acquisition;
	 
	 	     (3) certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank
deposits, in each case, with any lender party to the Senior Credit
Facility or an Affiliate thereof or with any domestic commercial bank
having capital and surplus in excess of $500.0 million and a Thomson Bank
Watch Rating of “B” or better;
	 
	 	     (4) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;
	 
	 	     (5) commercial paper having one of the two highest ratings
obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s
Rating Services and in each case maturing within one year after the date
of acquisition; and



3






 





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



     “Clearstream” means Clearstream Banking, S.A.


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



		
	 	     (1) (A) any “person” (as such term is used in Section 13(d)(3) of
the Exchange Act), other than one or more Permitted Holders, becomes the
Beneficial Owner, directly or indirectly, of more than 45% of the total
voting power of the Voting Stock of the Company, whether as a result of
the issuance of securities of the Company, any merger, consolidation,
liquidation or dissolution of the Company, any direct or indirect
transfer of securities by any Permitted Holder or otherwise, and (B) the
Permitted Holders Beneficially Own, directly or indirectly, in the
aggregate a lesser percentage of the total voting power of the Voting
Stock of the Company than such other person and do not have the right or
ability by voting power, contract or otherwise, to elect or designate for
election a majority of the Board of Directors;
	 
	 	     (2) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (together
with any new directors whose election by such Board of Directors or whose
nomination for election by the shareholders of the Company was approved
by a vote of a majority of the directors of the Company then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved), cease
for any reason to constitute a majority of the Board of Directors then in
office;
	 
	 	     (3) the adoption of a plan relating to the liquidation or
dissolution of the Company (other than any such plan adopted in
connection with the Recapitalization which plan is to be consummated on
or before the date of this Indenture); or
	 
	 	     (4) the merger or consolidation of the Company with or into another
Person or the merger of another Person with or into the Company, or the
sale of all or substantially all the assets of the Company to another
Person (other than a Person that is controlled by the Permitted Holders),
and, in the case of any such merger or consolidation, the securities of
the Company that are outstanding immediately prior to such transaction
and which represent 100% of the aggregate voting power of the Voting
Stock of the Company are changed into or exchanged for cash, securities
or property, unless pursuant to such transaction such securities are
changed into or exchanged for, in addition to any other consideration,
securities of the surviving Person or transferee or a Person controlling
such surviving Person or transferee that represent immediately after such
transaction, at least a majority of the aggregate voting power of the
Voting Stock of the surviving Person or transferee or a Person
controlling such surviving Person or transferee.



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


     “Commission” means the Securities and Exchange Commission.


     “Company” means the issuer, and any and all successors thereto.


     “Consolidated Coverage Ratio” means as of any date of determination, the
ratio of:



		
	 	     (1) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters for which internal financial statements
are available prior to the date of such determination to



4






 





		
	 	(2) Consolidated Interest Expense for such four fiscal quarters;



provided, however, that:



		
	 	     (A) if the Company or any Restricted Subsidiary has incurred
any Indebtedness since the beginning of such period that remains
outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Consolidated Coverage
Ratio is an incurrence of Indebtedness, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been incurred on the first day of such period (in
each case other than Indebtedness incurred under any revolving
credit facility, in which case interest expense shall be computed
based upon the average daily balance of such Indebtedness during
the applicable period) and the discharge of any other Indebtedness
repaid, repurchased, defeased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred
on the first day of such period;
	 
	 	     (B) if the Company or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness
since the beginning of such period or if any Indebtedness is to be
repaid, repurchased, defeased or otherwise discharged (in each
case, if such Indebtedness has been permanently repaid and has not
been replaced, other than Indebtedness incurred under any revolving
credit facility unless such Indebtedness is permanently reduced, in
which case interest expense shall be computed based upon the
average daily balance of such Indebtedness during the applicable
period) on the date of the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio, EBITDA and Consolidated
Interest Expense for such period shall be calculated on a pro forma
basis as if such discharge had occurred on the first day of such
period and as if the Company or such Restricted Subsidiary has not
earned any interest income actually earned during such period in
respect of cash or Cash Equivalents used to repay, repurchase,
defease or otherwise discharge such Indebtedness;
	 
	 	     (C) if since the beginning of such period the Company or any
Restricted Subsidiary shall have made any Asset Sale, EBITDA for
such period shall be reduced by an amount equal to EBITDA (if
positive) directly attributable to the assets that are the subject
of such Asset Sale for such period or increased by an amount equal
to EBITDA (if negative) directly attributable thereto for such
period, and Consolidated Interest Expense for such period shall be
reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any
Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged with respect to the Company and its continuing
Restricted Subsidiaries in connection with such Asset Sale for such
period (or, if the Capital Stock of any Restricted Subsidiary is
sold, the Consolidated Interest Expense for such period directly
attributable to the Indebtedness of such Restricted Subsidiary to
the extent the Company and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale);
	 
	 	     (D) if since the beginning of such period the Company or any
Restricted Subsidiary (by merger or otherwise) shall have made an
Investment in any Restricted Subsidiary (or any Person that becomes
a Restricted Subsidiary) or an acquisition of assets, including any
such Investment or acquisition of assets occurring in connection
with a transaction causing a calculation to be made hereunder,
which constitutes all or substantially all of an operating unit of
a business, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto



5






 





		
	 	(including the Incurrence of any Indebtedness) as if such
Investment or acquisition occurred on the first day of such period;
and
	 
	 	     (E) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or
into the Company or any Restricted Subsidiary since the beginning
of such period) shall have made any Asset Sale or any Investment or
acquisition of assets that would have required an adjustment
pursuant to clause (C) or (D) above if made by the Company or a
Restricted Subsidiary during such period, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Asset Sale, Investment or
acquisition of assets occurred on the first day of such period.



     For purposes of this definition, whenever pro forma effect is to be given
to an acquisition of assets, the amount of income or earnings relating thereto
and the amount of Consolidated Interest Expense associated with any
Indebtedness incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting officer of
the Company. Any such pro forma calculations shall reflect any pro forma
expense and cost reductions attributable to such acquisitions, to the extent
such expense and cost reduction would be consistent with Regulation S-X,
promulgated under the Securities Act, as such regulation is in effect from time
to time, and permitted by the Securities and Exchange Commission to be
reflected in pro forma financial statements included in a registration
statement filed with the Securities and Exchange Commission.


     If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest expense on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Hedging Obligation
applicable to such Indebtedness if such Hedging Obligation has a remaining term
as at the date of determination in excess of twelve months).


     “Consolidated Interest Expense” means, for any period, the total interest
expense of the Company and its Consolidated Restricted Subsidiaries, plus, to
the extent incurred by the Company or its Restricted Subsidiaries in such
period but not included in such interest expense, without duplication:



		
	 	     (1) interest expense attributable to Capital Lease Obligations and
the imputed interest with respect to Attributable Debt;
	 
	 	     (2) amortization of debt discount;
	 
	 	     (3) amortization of debt issuance costs (other than any such costs
associated with the Senior Credit Facility or the Notes);
	 
	 	     (4) capitalized interest;
	 
	 	     (5) noncash interest expense;
	 
	 	     (6) commissions, discounts and other fees and charges attributable
to letters of credit and bankers’ acceptance financings;
	 
	 	     (7) interest or dividends accruing on any Indebtedness of any other
Person to the extent such Indebtedness is Guaranteed by the Company or
any Restricted Subsidiary;
	 
	 	     (8) net costs associated with Hedging Obligations (including
amortization of fees) and without taking into account any interest
expense paid or reimbursed by a third party;



6






 





		
	 	     (9) dividends in respect of all Disqualified Stock of the Company
and all Preferred Stock of any of the Restricted Subsidiaries of the
Company, to the extent held by Persons other than the Company or another
Restricted Subsidiary;
	 
	 	     (10) interest incurred in connection with investments in
discontinued operations; and
	 
	 	     (11) the cash contributions to any employee stock ownership plan or
similar trust to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person (other than the Company) in
connection with Indebtedness incurred by such plan or trust.



     Notwithstanding anything to the contrary contained herein, non-customary
commissions, discounts, yield and other fees and charges incurred in connection
with any transaction (including, without limitation, in connection with a
Receivables Facility) pursuant to which the Company or any Subsidiary of the
Company may sell, convey or otherwise transfer or grant a security interest in
any accounts receivable or related assets as contemplated by the definition of
“Receivables Facility” shall be included in Consolidated Interest Expense.


     “Consolidated Net Income” means, for any period, the net income of the
Company and its Consolidated Subsidiaries for such period determined in
accordance with GAAP; provided, however, that:



		
	 	     (1) any net income of any Person (other than the Company) which is
not a Restricted Subsidiary, shall be excluded from such Consolidated Net
Income, except that:




		
	 	     (A) subject to the limitations contained in clause (4) below,
the Company’s equity in the net income of any such Person for such
period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Person during
such period to the Company or a Restricted Subsidiary as a dividend
or other distribution (subject, in the case of a dividend or other
distribution made to a Restricted Subsidiary, to the limitations
contained in clause (3) below) and
	 
	 	     (B) the Company’s equity in a net loss of any such Person for
such period shall be included in determining such Consolidated Net
Income;




		
	 	     (2) any net income (or loss) of any Restricted Subsidiary, to the
extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of that income is not at the
date of determination permitted without any prior governmental approval
(that has not been obtained) or is, directly or indirectly, restricted by
operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation
applicable to such Restricted Subsidiary or its stockholders or other
holders of its equity, shall be excluded from such Consolidated Net
Income except that:




		
	 	     (A) subject to the limitations contained in clause (4) below,
the Company’s equity in the net income of any such Restricted
Subsidiary for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed
by such Restricted Subsidiary during such period to the Company or
another Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution made to
another Restricted Subsidiary, to the limitation contained in this
clause) and
	 
	 	     (B) the Company’s equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such
Consolidated Net Income;



7






 








		
	 	     (3) any gain (or loss) realized upon the sale or other disposition
of any asset of the Company or its Consolidated Subsidiaries (including
pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise
disposed of in the ordinary course of business and any gain (or loss)
realized upon the sale or other disposition of any Capital Stock of any
Person shall be excluded from such Consolidated Net Income (without
regard to abandonments or reserves relating thereto);
	 
	 	     (4) any extraordinary gain or loss shall be excluded from such
Consolidated Net Income;
	 
	 	     (5) the cumulative effect of a change in accounting principles shall
be excluded from such Consolidated Net Income;
	 
	 	     (6) fees and expenses, in an amount not to exceed an aggregate of
$45.0 million, paid (i) pursuant to the Recapitalization Agreement and
related agreements and (ii) in connection with the Senior Credit Facility
and the issuance of the Notes, to the extent deducted in computing
Consolidated Net Income, shall be added back;
	 
	 	     (7) gains or losses due solely to fluctuations in currency values
and the related tax effects according to GAAP shall be excluded from such
Consolidated Net Income;
	 
	 	     (8) any non-cash deferred tax expense shall be excluded from such
Consolidated Net Income; and
	 
	 	     (9) any expense or loss arising from any obligation of General
Electric to assume, indemnify or reimburse GXS Corporation in connection
with certain litigation proceedings and other matters under the
Recapitalization Agreement shall be excluded from such Consolidated Net
Income to the extent that any payments required in respect thereof were
made by General Electric and its Affiliates (other than GXS Corporation
and its Subsidiaries) or, if initially made by GXS Corporation or its
Subsidiaries, to the extent reimbursed by General Electric and its
Affiliates to GXS Corporation or such Subsidiaries.



     “Consolidated Net Worth” means, with respect to any Person as of any date,
the sum of:



		
	 	     (1) the consolidated equity of the common stockholders of such
Person and its consolidated Subsidiaries as of such date; plus
	 
	 	     (2) the respective amounts reported on such Person’s balance
sheet as of that date with respect to any series of preferred
stock, other than Disqualified Stock, that by its terms is not
entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in respect of the year
of that declaration and payment, but only to the extent of any cash
received by that Person upon issuance of that preferred stock.



     “Consolidation” means the consolidation of the amounts of each of the
Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that “Consolidation” will not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary will
be accounted for as an investment. The term “Consolidated” has a correlative
meaning.


     “Corporate Trust Office of the Trustee” will be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.


8






 


     "Credit Facilities” means, one or more debt facilities (including, without
limitation, the Senior Credit Facility) or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit, in each case,
as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time, including any agreement extending the
maturity of, consolidating or otherwise restructuring (including adding
subsidiaries of the Company as additional guarantors thereunder) all or any
portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group and whether or not increasing the amount of Indebtedness that may be
incurred thereunder.


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


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


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


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


     “Designated Senior Debt” means:



		
	 	     (1) any Indebtedness outstanding under the Senior Credit Facility;
and
	 
	 	     (2) any other Senior Debt permitted under this Indenture the
principal amount of which is $25.0 million or more (including amounts
available under a committed facility) and that has been designated by the
Company as “Designated Senior Debt.”



     "Disqualified Stock” means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of such Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of such Capital Stock, in whole or in part, on or prior to the
date that is 90 days after the date on which the Notes mature. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified
Stock solely because the holders of such Capital Stock have the right to
require the Company to repurchase such Capital Stock upon the occurrence of a
Change of Control or an Asset Sale will not constitute Disqualified Stock if
the terms of such Capital Stock provide that the Company may not repurchase or
redeem any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with Section 4.07 hereof.


     "Domestic Subsidiary” means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United
States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.


9






 


     “EBITDA” for any period means Consolidated Net Income for such period,
plus, without duplication, the following to the extent deducted in calculating
such Consolidated Net Income:



		
	 	     (1) provision for taxes based on income or profits of the Company
and its Consolidated Restricted Subsidiaries;
	 
	 	     (2) Consolidated Interest Expense;
	 
	 	     (3) depreciation expense of the Company and its Consolidated
Restricted Subsidiaries;
	 
	 	     (4) amortization expense (including amortization of goodwill and
other intangibles) of the Company and its Consolidated Restricted
Subsidiaries (excluding amortization expense attributable to a prepaid
cash item that was paid in a prior period);
	 
	 	     (5) all other non-cash expenses or non-cash losses of the Company
and its Consolidated Restricted Subsidiaries for such period (including,
but not limited to, such expenses or losses in connection with minority
interests in joint ventures and in connection with restructuring
activities, whether incurred before or after the date of this Indenture),
determined on a consolidated basis in accordance with GAAP (excluding any
such charge that constitutes an accrual of, or a reserve for, cash
charges for any future period);
	 
	 	     (6) any non-recurring fees, expenses or charges realized by the
Company and its Consolidated Restricted Subsidiaries during the first
half of 2002 and the second half of 2001 related to (i) operating lease
expense for equipment and facilities leases not being retained by the
Company and its Consolidated Restricted Subsidiaries following the
recapitalization; (ii) adjustments for the portion of managed network fee
related to excess capacity not being retained by the Company and its
Consolidated Restricted Subsidiaries following the recapitalization;
(iii) elimination of General Electric corporate charge in excess of
estimated costs of related services on a stand-alone basis; and (iv)
restructuring and related charges; provided that the fees, expenses and
charges referred to in this clause shall not exceed (i) $10.9 million in
the third quarter of 2001; (ii) $7.0 million in the fourth quarter of
2001; (iii) $8.8 million in the first quarter of 2002; or (iv) $8.8
million in the second quarter of 2002;
	 
	 	     (7) all non-cash fees described in clause (7) of the second
paragraph under Section 4.11 hereof;



and minus all non-cash items increasing Consolidated Net Income of such Person
for such period (excluding any items which represent the reversal of any
accrual of, or cash reserve for, anticipated cash charges in any prior period).


     Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization and non-cash charges of, a
Restricted Subsidiary of the Company shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if a corresponding amount would be permitted at the date of
determination to be dividended or similarly distributed to the Company by such
Restricted Subsidiary without prior governmental approval (that has not been
obtained) or is not, directly or indirectly, restricted by operation of the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders or other holders of its equity


10






 




      “Employee Lease Agreement” means the Employee Lease Agreements, dated
September 27, 2002, among General Electric, GE Investments, GE International,
Global Acquisition Company and us, entered into in connection with the
recapitalization, as in effect on the date of this Indenture.


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


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


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


     “Exchange Notes” means the Senior Subordinated Reset Notes due 2009, of
the same series under this Indenture as the Notes, to be issued to Holders in
exchange for Transfer Restricted Securities pursuant to the Registration Rights
Agreement.


     “Exchange Offer” means the registration by the Company and the Guarantors
under the Securities Act of the Exchange Notes pursuant to a Registration
Statement pursuant to which the Guarantors offer the Holders of all outstanding
Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Notes and
Exchange Guarantees in an aggregate principal amount equal to the aggregate
principal amount of the Transfer Restricted Securities tendered in such
exchange offer by such Holders.


     “Exchange Offer Registration Statement” means the Registration Statement
relating to the Exchange Offer, including the related Prospectus.


     “Existing Indebtedness” means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Senior Credit
Facility) in existence on the date of this Indenture.


     “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, as in effect from time to time.


     “GECC” means General Electric Capital Corporation.


     “Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.


     “Global Note Legend” means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.


     “Government Securities” means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.


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



		
	 	     (1) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or



11






 





		
	 	by agreement to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement conditions
or otherwise) or
	 
	 	     (2) entered into for the purpose of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);



provided, however, that the term “Guarantee” shall not include endorsements of
negotiable instruments for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.


     “Guarantors” means each of:



		
	 	     (1) the Company’s Domestic Subsidiaries on the date of this
Indenture; and
	 
	 	     (2) any other subsidiary of the Company that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture;



and their respective successors and assigns.


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



		
	 	     (1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and
	 
	 	     (2) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange rates or interest rates.



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


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


     "Indebtedness” means, with respect to any Person on any date of
determination (without duplication) the following items if and to the extent
that any of them (other than items specified under clauses (3), (8) and (9)
below) would appear as a liability or, in the case of clause (6) only,
Preferred Stock on the balance sheet of such Person, prepared in accordance
with GAAP:



		
	 	     (1) the principal amount of and premium, if any, in respect of
indebtedness of such Person for borrowed money;
	 
	 	     (2) the principal amount of and premium, if any, in respect of
obligations of such Person evidenced by bonds, debentures, Notes or other
similar instruments;
	 
	 	     (3) all obligations of such Person in respect of letters of credit,
bankers’ acceptances, or other similar instruments (including
reimbursement obligations with respect thereto, but excluding obligations
in respect of letters of credit issued in respect of Trade Payables);
	 
	 	     (4) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services (except Trade Payables), which
purchase price is due more than twelve



12






 





		
	 	     months after the date of placing such property in service or taking
delivery and title thereto or the completion of such services;
	 
	 	     (5) all Capital Lease Obligations and all Attributable Debt of such
Person;
	 
	 	     (6) the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock or,
with respect to any Subsidiary of such Person, any Preferred Stock (but
excluding, in each case, any accrued dividends);
	 
	 	     (7) all Indebtedness of other Persons secured by a Lien on any asset
of such Person, whether or not such Indebtedness is assumed by such
Person; provided, however, that the amount of Indebtedness of such Person
shall be the lesser of:




		
	 	     (A) the fair market value of such asset at such date of
determination and
	 
	 	     (B) the amount of such Indebtedness of such other Persons;




		
	 	     (8) Hedging Obligations of such Person;
	 
	 	     (9) all obligations of such Person in respect of a Receivables
Facility; and
	 
	 	     (10) all obligations of the type referred to in clauses (1) through
(9) of other Persons and all dividends or distributions of other Persons
for the payment of which, in either case, such Person is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise,
including by means of any Guarantee.




		
	 	     The amount of Indebtedness of any Person at any date will be the
outstanding balance at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations
described above, at such date; provided, however, that the amount
outstanding at any time of any Indebtedness issued with original issue
discount will be deemed to be the face amount of such Indebtedness less
the remaining unaccreted portion of the original issue discount of such
Indebtedness at such time, as determined in accordance with GAAP. In
addition, notwithstanding anything to the contrary contained in this
definition, Letter of Credit Usage Obligations and other obligations with
respect to that certain letter of credit issued in connection with the
Company’s headquarters facility having an aggregate face amount not to
exceed $7.5 million shall not constitute “Indebtedness” for purposes of
this definition unless and to the extent a drawing is made thereunder.



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


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


     “Inducement Agreement” means the Inducement Agreement, dated as of
September 27, 2002, among the Company, the Guarantors and GECC, as such
agreement is in effect on the date of this Indenture.


     “Initial Notes” means the first $235.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.


     “Institutional Accredited Investor” means an institution that is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.


13






 


     "Investments” means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the
Company or any Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Company’s Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. The acquisition by the Company or any Subsidiary of the
Company of a Person that holds an Investment in a third Person will be deemed
to be an Investment by the Company or such Subsidiary in such third Person in
an amount equal to the fair market value of the Investments held by the
acquired Person in such third Person in an amount determined as provided in the
final paragraph of Section 4.07 hereof.


     “Legal Holiday” means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
on such payment for the intervening period.


     “Letter of Credit Usage Obligations” means, as at any date of
determination, the sum of (i) the maximum aggregate amount which is or at any
time thereafter may become available for drawing under all letters of credit
then outstanding plus (ii) the aggregate amount of all drawings under letters
of credit honored by issuing lenders and not therefore reimbursed out of the
proceeds of revolving loans under the Company’s revolving credit facility
pursuant to the Senior Credit Facility or otherwise reimbursed by the Company.


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


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


     “Liquidated Damages” means the liquidated damages to be paid by the
Company and the Guarantors in the event of a Registration Default (as defined
in “Exchange Offer and Registration Rights”).


     "Net Proceeds” means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the costs
directly related to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales commissions, (ii) taxes paid
or estimated to be payable as a result of the Asset Sale, in each case, after
taking into account any available tax credits or deductions and any tax sharing
arrangements, (iii) amounts required to be applied to the repayment of
Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets
that were the subject of such Asset Sale, (iv) any reserve
for


14






 




adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP and (v) any relocation expenses incurred
directly as a result of such Asset Sale.


     "Non-Recourse Debt” means Indebtedness:



		
	 	     (1) as to which neither the Company, any Guarantor, nor any
Restricted Subsidiary (a) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly liable as a guarantor or otherwise, or (c)
constitutes the lender; and
	 
	 	     (2) no default with respect to which (including any rights that the
holders of the Indebtedness may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or
both any holder of any other Indebtedness (other than the Notes) of the
Company, any Guarantor, or any Restricted Subsidiary to declare a default
on such other Indebtedness or cause the payment of such other
Indebtedness to be accelerated or payable prior to its stated maturity.



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


     “Notes” has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes, the
Exchange Notes, and any Additional Notes.


     "Obligations” means all principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable
(including post-petition interest whether or not allowable as a claim in any
such proceeding) under the documentation governing any Indebtedness.


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


     “Officers’ Certificate” means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the Chairman of the
Board, the President, the Chief Executive Officer, the Chief Financial Officer,
the Treasurer or the principal accounting officer or a Senior Vice President or
Vice President of the Company, that meets the requirements of Section 13.05
hereof.


     “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.


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


     “Permitted Asset Swap” means, with respect to any Person, the
substantially concurrent exchange of assets of such Person (including Equity
Interests of a Restricted Subsidiary) for assets of another Person, which
assets are useful in a Permitted Business.


     "Permitted Business” means any business of the type engaged in by the
Company or its Restricted Subsidiaries as of the date of this Indenture or any
business reasonably related, ancillary or complementary thereto.


15






 


     "Permitted Investments” means an Investment by the Company or any
Restricted Subsidiary:



		
	 	     (1) in the Company, a Restricted Subsidiary or a Person that will,
upon the making of such Investment, become a Restricted Subsidiary;
provided, that the primary business of such Restricted Subsidiary is a
Permitted Business;
	 
	 	     (2) in another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys
all or substantially all its assets to, the Company or a Restricted
Subsidiary; provided, that such other Person’s primary business is a
Permitted Business;
	 
	 	     (3) in Cash Equivalents;
	 
	 	     (4) in receivables owing to the Company or any Restricted Subsidiary
if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, that
such trade terms may include such concessionary trade terms as the
Company or any such Restricted Subsidiary deems reasonable under the
circumstances;
	 
	 	     (5) in payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course
of business consistent with industry practice;
	 
	 	     (6) in loans or advances to employees made in the ordinary course of
business consistent with industry practice and not exceeding $5.0 million
in the aggregate outstanding at any one time;
	 
	 	     (7) in stock, obligations or securities received in settlement of
debts created in the ordinary course of business and owing to the Company
or any Restricted Subsidiary or in satisfaction of judgments;
	 
	 	     (8) in any Person to the extent such Investment represents the
non-cash portion of the consideration received for an Asset Sale that was
made pursuant to and in compliance with Section 4.10 hereof or a
transaction not constituting an Asset Sale by reason of the $5.0 million
threshold contained in the definition thereof;
	 
	 	     (9) that constitutes a Hedging Obligation or commodity hedging
arrangement entered into for bona fide hedging purposes of the Company in
the ordinary course of business and otherwise in accordance with this
Indenture;
	 
	 	     (10) in securities of any trade creditor or customer received in
settlement of obligations or pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of such trade
creditor or customer;
	 
	 	     (11) acquired as a result of a foreclosure by the Company or such
Restricted Subsidiary with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;
	 
	 	     (12) consisting of purchases and acquisitions of inventory,
supplies, materials and equipment or licenses or leases of intellectual
property, in any case, in the ordinary course of business and otherwise
in accordance with this Indenture;



16






 





		
	 	     (13) in a trust, limited liability company, special purpose entity
or other similar entity in connection with a Receivables Facility
permitted under Section 4.09 hereof; provided that in the good faith
determination of the Board of Directors, such Investment is necessary or
advisable to effect such Receivables Facility;
	 
	 	     (14) consisting of intercompany Indebtedness permitted under Section
4.09 hereof;
	 
	 	     (15) the consideration for which consists solely of shares of common
stock of the Company; and
	 
	 	     (16) so long as no Default shall have occurred and be continuing (or
result therefrom), in any Person engaged in a Permitted Business having
an aggregate fair market value (measured on the date made and without
giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (16) that are at the
time outstanding (and measured on the date made and without giving effect
to subsequent changes in value), not to exceed $10.0 million.



     “Permitted Junior Securities” means securities distributed to the Holders
of the Notes in an insolvency or liquidation proceeding pursuant to a plan of
reorganization consented to by each class of Senior Debt, and which are:



		
	 	     (1) Equity Interests in the Company or, subject to the terms of the
Senior Credit Facility, any Guarantor; or
	 
	 	     (2) debt securities the terms and conditions of which are at least
as favorable (and provide the same relative benefits) to the holders of
the Senior Debt, and to the holders of any security distributed in such
insolvency or liquidation proceeding on account of any such Senior Debt,
as the terms and conditions of the Notes and this Indenture.



     "Permitted Liens” means:



		
	 	     (1) Liens on property or assets of the Company or any Guarantor
securing Indebtedness and other Obligations under Credit Facilities or
securing other Senior Debt permitted by the terms of this Indenture to be
incurred;
	 
	 	     (2) Liens in favor of the Company or any Restricted Subsidiary;
	 
	 	     (3) Liens on property or assets of a Person existing at the time
such Person is merged with or into or consolidated with the Company or
any Restricted Subsidiary; provided that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or
consolidated with the Company or the Restricted Subsidiary;
	 
	 	     (4) Liens on property or assets existing at the time of acquisition
of the property or assets by the Company or any Restricted Subsidiary;
provided that such Liens were in existence prior to the contemplation of
such acquisition;
	 
	 	     (5) Liens to secure the performance of statutory obligations, surety
or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business and consistent with industry
practice;



17






 





		
	 	     (6) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (4) of the second paragraph of Section
4.09 hereof covering only the assets acquired with such Indebtedness;
	 
	 	     (7) Liens existing on the date of this Indenture;
	 
	 	     (8) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded;
provided that any reserve or other appropriate provision as is required
in conformity with GAAP has been made therefor;
	 
	 	     (9) Liens to secure Indebtedness that is pari passu in right of
payment with the Notes; provided that, the Notes are equally and ratably
secured thereby, and Liens to secure Indebtedness that is subordinated in
right of payment to the Notes; provided that the Notes are also secured
and the Liens securing any such subordinated Indebtedness are junior to
the Liens securing the Notes;
	 
	 	     (10) Liens securing Permitted Refinancing Indebtedness where the
Liens securing Indebtedness being refinanced were permitted under this
Indenture;
	 
	 	     (11) easements, rights-of-way, zoning and similar restrictions and
other similar encumbrances or title defects incurred or imposed, as
applicable, in the ordinary course of business and consistent with
industry practices;
	 
	 	     (12) any interest or title of a lessor under any Capital Lease
Obligation;
	 
	 	     (13) Liens securing reimbursement obligations with respect to
letters of credit which encumber documents and other property relating to
letters of credit and products and proceeds thereof,
	 
	 	     (14) Liens encumbering deposits made to secure statutory,
regulatory, contractual or warranty obligations, including rights of
offset and set-off,
	 
	 	     (15) Liens securing Hedging Obligations permitted under this
Indenture;
	 
	 	     (16) leases or subleases granted to others;
	 
	 	     (17) Liens under licensing agreements permitted under this Indenture
including Liens on intellectual property pursuant to licenses and source
code escrow agreements;
	 
	 	     (18) Liens arising from filing Uniform Commercial Code financing
statements in connection with leases;
	 
	 	     (19) judgment Liens not giving rise to an Event of Default;
	 
	 	     (20) Liens encumbering property or assets of the Company or a
Restricted Subsidiary consisting of carriers, warehousemen, mechanics,
materialmen, repairmen and landlords Liens, and other Liens arising by
operation of law and incurred in the ordinary course of business and
consistent with industry practice for sums that are not overdue or that
are being contested in good faith by appropriate proceedings and (if so
contested) for which appropriate reserves with respect thereto have been
established and maintained on the books of the Company or a Restricted
Subsidiary in accordance with GAAP;



18






 





		
	 	     (21) Liens encumbering property or assets of the Company or a
Restricted Subsidiary incurred or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment
insurance, or other forms of governmental insurance or benefits,
including any Liens securing letters of credit issued in the ordinary
course of business in connection with the foregoing, or to secure
performance of bids, tenders, statutory obligations, leases, surety and
appeal bonds, and contracts (other than for Indebtedness for borrowed
money) entered into in the ordinary course of business and consistent
with industry practice;
	 
	 	     (22) bankers’ liens in the nature of rights of setoff arising in the
ordinary course of business and consistent with industry practice; and
	 
	 	     (23) Liens in connection with a Receivables Facility incurred in
compliance with clause (2) of the definition of Permitted Debt set forth
under Section 4.09 hereof.



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



		
	 	     (1) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount
(or accreted value, if applicable) of the Indebtedness extended,
refinanced, renewed, replaced, defeased or refunded (plus all accrued
interest on such Indebtedness and the amount of all expenses and premiums
incurred in connection therewith);
	 
	 	     (2) such Permitted Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded;
	 
	 	     (3) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and is subordinated in right of
payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and
	 
	 	     (4) such Indebtedness is incurred either by the Company or by the
Restricted Subsidiary who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.



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


     “PIK Notes” means additional Notes paid as interest pursuant to Paragraph
1 of the Note attached hereto as Exhibit A.


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


19






 


     “Private Placement Legend” means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.


     “Prospectus” means the prospectus included in a Registration Statement, as
amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.


     “Qualified Equity Offering” means a primary offering of common stock of
the Company in the United States of at least $50.0 million to Persons who are
not Affiliates of the Company.


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


     “Recapitalization” means the recapitalization contemplated by the
Recapitalization Agreement.


     “Recapitalization Agreement” means the Recapitalization Agreement, dated
June 21, 2002, among General Electric Company, GE Investments, Inc. and Global
Acquisition Company, as modified and supplemented and as in effect on the date
of this Indenture.


     “Receivables Facility” means one or more receivables financing facilities,
as amended from time to time, pursuant to which the Company or any of its
Restricted Subsidiaries sells its accounts receivable to a Person that is not a
Restricted Subsidiary pursuant to arrangements customary in the industry.


     “Registration Rights Agreement” means the Registration Rights Agreement,
dated as of September 27, 2002, among the Company, the Guarantors and GECC, as
such agreement may be amended, modified or supplemented from time to time and,
with respect to any Additional Notes, one or more registration rights
agreements among the Company, the Guarantors and the other parties thereto, as
such agreement(s) may be amended, modified or supplemented from time to time
relating to rights given by the Company to the purchasers of Additional Notes
to register such Additional Notes.


     “Registration Statement” means any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, which is filed pursuant to the provisions of
the Registration Rights Agreement, in each case, including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.


     “Representative” means the Indenture Trustee or other trustee, agent or
representative for any Senior Debt.


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


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


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


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


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


20






 


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


     “Sale/Leaseback Transaction” means an arrangement relating to property now
owned or hereafter acquired by the Company or a Restricted Subsidiary whereby
the Company or a Restricted Subsidiary transfers such property to a Person and
the Company or such Restricted Subsidiary leases it from such Person, other
than leases between the Company and a Wholly-Owned Subsidiary or between
Wholly-Owned Subsidiaries.


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


     "Senior Credit Facility” means that certain Credit Agreement, dated as of
September 27, 2002, by and among the Company, Credit Suisse First Boston, as
administrative agent, and the lenders party thereto, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended (including any amendment and
restatement thereof), modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time, including any agreement extending the
maturity of, consolidating or otherwise restructuring (including adding
subsidiaries of the Company as guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group and whether or not
increasing the amount of Indebtedness that may be incurred thereunder.


     “Senior Debt” means:



		
	 	     (1) the Indebtedness of the Company or any Restricted Subsidiary
outstanding under Credit Facilities and all Hedging Obligations with
respect thereto;
	 
	 	     (2) any other Indebtedness (other than Disqualified Stock or
Preferred Stock) of the Company or any Guarantor permitted to be incurred
under the terms of this Indenture, unless the instrument under which such
Indebtedness is incurred expressly provides that it is on a parity with
or subordinated in right of payment to the Notes or any Subsidiary
Guarantee; and
	 
	 	     (3) all Obligations with respect to the items listed in the
preceding clauses (1) and (2).
	 	 
	 	Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:





		
	 	     (1) any liability for federal, state, local or other taxes owed or
owing by the Company or any Restricted Subsidiary;
	 
	 	     (2) any intercompany Indebtedness of the Company or any of its
Restricted Subsidiaries to the Company or any of its Affiliates;
	 
	 	     (3) any Trade Payables; or
	 
	 	     (4) the portion of any Indebtedness that is incurred in violation of
this Indenture; provided that such Indebtedness shall be deemed not to
have been incurred in violation of this Indenture for purposes of this
clause (4) if such Indebtedness consists of Indebtedness under any Credit
Facility and holders of such Indebtedness or their agent or
representative (i) had no actual knowledge at the time of the incurrence
that the incurrence of such Indebtedness violated this Indenture and (ii)
shall have received an Officers’ Certificate to the effect that the
incurrence of such Indebtedness does not violate the provisions of this
Indenture (but nothing in this clause (4) shall preclude the existence of
any Default or Event of Default in the event that the Indebtedness is in
fact incurred in violation of this Indenture).



21






 



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


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


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


     “Subsidiary” means, with respect to any specified Person:



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



     "Subsidiary Guarantee” means, the Guarantee by each Guarantor of the
Company’s payment obligations under this Indenture and the Notes, executed
pursuant to the terms of this Indenture.


     “Tax Matters Agreement” means the Tax Matters Agreement, dated June 21,
2002, among General Electric, GE Investments, Inc. and Global Acquisition
Company, entered into in connection with the recapitalization, as in effect on
the date of this Indenture.


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


     “Trade Payables” means, with respect to any Person, any accounts payable
or any indebtedness or monetary obligation to trade creditors created, assumed
or Guaranteed by such Person arising in the ordinary course of business in
connection with the acquisition of goods or services.


     “Transfer Restricted Securities” means the Transfer Restricted Securities
as defined in the Registration Rights Agreement.


     “Transition Services Agreement” means the Service Agreements, dated
September 27, 2002, among General Electric, RMS Electronic Commerce System Inc.
and Global Acquisition Company, entered into in connection with the
recapitalization, as in effect on the date of this Indenture.


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


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

22






 




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


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


     "Unrestricted Subsidiary” means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to
a resolution of the Board of Directors, but only to the extent that such
Subsidiary:



		
	 	     (1) has no Indebtedness other than Non-Recourse Debt;
	 
	 	     (2) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the
Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who
are not Affiliates of the Company;
	 
	 	     (3) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results; and
	 
	 	     (4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries.



     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced by filing with the Trustee a certified copy of the
resolution of the Board of Directors giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding requirements
to be an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such Indebtedness
is permitted under Section 4.09 hereof, calculated on a pro forma basis as if
such designation had occurred at the beginning of the four-quarter reference
period; and (2) no Default or Event of Default would be in existence following
such designation.


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


     “Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board
of directors or comparable governing body of such Person.


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



		
	 	     (1) the sum of the products obtained by multiplying (a) the amount
of each then remaining installment, sinking fund, serial maturity or
other required payments of principal,



23






 





		
	 	including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment; by
	 
	 	     (2) the then outstanding principal amount of such Indebtedness.



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


Section 1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined
in
Section
		 	
	“Affiliate Transaction”
	 	 	4.11	 
	
	
	
	

	“Appraiser”
	 	 	2.13	 
	
	
	
	

	“Asset Sale Offer”
	 	 	3.09	 
	
	
	
	

	“Authentication Order”
	 	 	2.02	 
	
	
	
	

	“Change of Control Offer”
	 	 	4.15	 
	
	
	
	

	“Change of Control Payment”
	 	 	4.15	 
	
	
	
	

	“Change of Control Payment Date”
	 	 	4.15	 
	
	
	
	

	“Covenant Defeasance”
	 	 	8.03	 
	
	
	
	

	“DTC”
	 	 	2.03	 
	
	
	
	

	“Event of Default”
	 	 	6.01	 
	
	
	
	

	“Excess Proceeds”
	 	 	4.10	 
	
	
	
	

	“incur”
	 	 	4.09	 
	
	
	
	

	“Legal Defeasance”
	 	 	8.02	 
	
	
	
	

	“Negotiation Period”
	 	 	2.13	 
	
	
	
	

	“Offer Amount”
	 	 	3.09	 
	
	
	
	

	“Offer Period”
	 	 	3.09	 
	
	
	
	

	“Par Value Rate”
	 	 	2.13	 
	
	
	
	

	“Paying Agent”
	 	 	2.03	 
	
	
	
	

	“Permitted Debt”
	 	 	4.09	 
	
	
	
	

	“PIK Notes”
	 	 	2.01	 
	
	
	
	

	“Purchase Date”
	 	 	3.09	 
	
	
	
	

	“Purchaser Designee”
	 	 	2.13	 
	
	
	
	

	“Registrar”
	 	 	2.03	 
	
	
	
	

	“Restricted Payments”
	 	 	4.07	 



Section 1.03 Incorporation by Reference of Trust Indenture Act.


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


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


     “indenture securities” means the Notes;


     “indenture security Holder” means a Holder of a Note;





     “indenture to
be qualified” means this Indenture;


24






 




     “indenture
trustee” or “institutional trustee” means
the Trustee; and


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


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


Section 1.04 Rules of Construction.


     Unless the context otherwise requires:



		
	 	     (1) a term has the meaning assigned to it;
	 
	 	     (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	     (3) “or” is not exclusive;
	 
	 	     (4) words in the singular include the plural, and in the plural
include the singular;
	 
	 	     (5) “will” shall be interpreted to express a command;
	 
	 	     (6) provisions apply to successive events and transactions; and
	 
	 	     (7) references to sections of or rules under the Securities Act will
be deemed to include substitute, replacement of successor sections or
rules adopted by the Commission from time to time.





ARTICLE 2.



THE NOTES



Section 2.01 Form and Dating.


     (a)  General. The Notes and the Trustee’s certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof. Additional
Notes paid as interest (the “PIK Notes”) pursuant to Paragraph 1 of the Note,
shall also be issued in denominations of $1,000 and integral multiples thereof.
The amount of PIK Notes issued will be rounded down to the nearest $1,000 with
any fractional amount paid to the applicable Holder in cash. PIK Notes will
bear interest (including interest paid on the date of the maturity of the
Notes) and Liquidated Damages, if any, in a matter identical to all other Notes
issued under this Indenture.


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


     (b)  Global Notes. Notes issued in global form will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached
thereto). Notes issued in definitive form will be substantially in
the form of

25






 



Exhibit A attached hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached
thereto). Each Global Note will represent such of the outstanding Notes as
will be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.


Section 2.02 Execution and Authentication.


     Two Officers must sign the Notes for the Company by manual or facsimile
signature.


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


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


     On the date of the Indenture, the Trustee will, upon receipt of a written
order of the Company signed by two Officers (an “Authentication Order”),
authenticate the Notes for original issue up to $235.0 million in aggregate
principal amount and, upon delivery of any Authentication Order at any time and
from time to time thereafter, the Trustee shall authenticate PIK Notes for
original issue in an aggregate principal amount specified in such
Authentication Order.


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


Section 2.03 Registrar and Paying Agent.


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


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


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


Section 2.04 Paying Agent to Hold Money in Trust.


     The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying



26








 



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


Section 2.05 Holder Lists.


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


Section 2.06 Transfer and Exchange.


     (a)  Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. Global Notes will be exchanged by
the Company for Definitive Notes only if:



		
	 	     (1) the Company delivers to the Trustee notice from the Depositary
that it is unwilling or unable to continue to act as Depositary or that
it is no longer a clearing agency registered under the Exchange Act and,
in either case, a successor Depositary is not appointed by the Company
within 120 days after the date of such notice from the Depositary; or
	 
	 	     (2) the Company in its sole discretion determines that the Global
Notes (in whole but not in part) should be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee.



     Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.


     (b)  Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also will require
compliance with either subparagraph (1) or (2) below, as applicable, as well as
one or more of the other following subparagraphs, as
applicable:


27








 




		
	 	     (1) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in
the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend. Beneficial
interests in any Unrestricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1).
	 
	 	     (2) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
either:




		
	 	     (A) both:




		
	 	         (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global
Note in an amount equal to the beneficial interest to be
transferred or exchanged; and




		
	 	          (ii) instructions given in accordance with the
Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or




		
	 	     (B) both:




		
	 	          (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be
issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged; and




		
	 	          (ii) instructions given by the Depositary to the
Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect
the transfer or exchange referred to in (1) above.



     Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all
of the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof.



		
	 	     (3) Transfer of Beneficial Interests to Another Restricted Global
Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.06(b)(2) above and the
Registrar receives the following:




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



28






 





		
	 	     (B) if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.




		
	 	     (4) Transfer and Exchange of Beneficial Interests in a Restricted
Global Note for Beneficial Interests in an Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note
or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or
transfer complies with the requirements of Section 2.06(b)(2) above and:




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that (i) it is
not an Affiliate of the Company or its Subsidiaries, (ii) it is not
engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in a
distribution of the Series B Notes to be issued in the Exchange
Offer, (iii) it is acquiring the Series B Notes in its ordinary
course of business, (iv) it is not prohibited by law or policy of
the Commission from participating in the Exchange Offer, (v) if
such Holder is a Broker-Dealer, that it will receive Series B Notes
for its own account in exchange for Series A Notes that were
acquired as a result of market=making activities or other trading
activities and that it will be required to acknowledge that it will
deliver a prospectus in connection with any resale of such Series B
Notes, (vi) that it is not acting on behalf of any Person who could
not truthfully make the foregoing statement and (vii) it has full
power and authority to transfer the Series A Notes in exchange for
the Series B Notes;




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




		
	 	     (C) such transfer is effected by a Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or
	 
	 	     (D)  the Registrar receives the following:







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




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




		
	 	and, in each such case set forth in this subparagraph (D), if the
Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on
transfer contained herein and in the



29






 





		
	 	Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.



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


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


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



		
	 	     (1) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. Subject to Section 2.06(a) hereof, if any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of
a Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:




		
	 	     (A) if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder in the
form of Exhibit C hereto, including the certifications in item
(2)(a) thereof;
	 
	 	     (B) if such beneficial interest is being transferred to a QIB
in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1)
thereof;
	 
	 	     (C) if such beneficial interest is being transferred pursuant
to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;
	 
	 	     (D) if such beneficial interest is being transferred to an
Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than
those listed in subparagraphs (B) and (C) above, a certificate to
the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable;
	 
	 	     (E) if such beneficial interest is being transferred to the
Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof; or
	 
	 	     (F) if such beneficial interest is being transferred pursuant
to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(c ) thereof.




		
	 	     The Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section
2.06(h) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Restricted
Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(1) shall be



30






 





		
	 	registered in such name or names and in such authorized denomination
or denominations as the holder of such beneficial interest shall instruct
the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are
so registered. Any Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(1) shall bear the Private Placement Legend and shall be subject
to all restrictions on transfer contained therein.






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




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder of such beneficial interest, in the case of an
exchange, or the transferee, in the case of a transfer, certifies
in the applicable Letter of Transmittal that (i) it is not an
Affiliate of the Company or its Subsidiaries, (ii) it is not
engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in a
distribution of the Series B Notes to be issued in the Exchange
Offer, (iii) it is acquiring the Series B Notes in its ordinary
course of business, (iv) it is not prohibited by law or policy of
the Commission from participating in the Exchange Offer, (v) if
such Holder is a Broker-Dealer, that it will receive Series B Notes
for its own account in exchange for Series A Notes that were
acquired as a result of market=making activities or other trading
activities and that it will be required to acknowledge that it will
deliver a prospectus in connection with any resale of such Series B
Notes, (vi) that it is not acting on behalf of any Person who could
not truthfully make the foregoing statement and (vii) it has full
power and authority to transfer the Series A Notes in exchange for
the Series B Notes;
	 
	 	     (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
	 
	 	     (C) such transfer is effected by a Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or
	 
	 	     (D) the Registrar receives the following:




		
	 	          (i) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial
interest for a Definitive Note that does not bear the Private
Placement Legend, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item
(1)(b) thereof; or




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




		
	 	and, in each such case set forth in this subparagraph (D), if the
Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in
compliance



31






 








		
	 	with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.




		
	 	     (3) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if any
holder of a beneficial interest in an Unrestricted Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer
such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company will execute and the
Trustee will authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 2.06(c)(4) will be registered in such name or names and in
such authorized denomination or denominations as the holder of such
beneficial interest requests through instructions to the Registrar from
or through the Depositary and the Participant or Indirect Participant.
The Trustee will deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(4)
will not bear the Private Placement Legend.



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



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




		
	 	     (A) if the Holder of such Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted
Global Note, a certificate from such Holder in the form of Exhibit
C hereto, including the certifications in item (2)(b) thereof;
	 
	 	     (B) if such Restricted Definitive Note is being transferred to
a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1)
thereof;
	 
	 	     (C) if such Restricted Definitive Note is being transferred
pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;
	 
	 	     (D) if such Restricted Definitive Note is being transferred to
an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than
those listed in subparagraphs (B) and (C) above, a certificate to
the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable;
	 
	 	     (E) if such Restricted Definitive Note is being transferred to
the Company or any of its Subsidiaries, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof; or



32






 





		
	 	     (F) if such Restricted Definitive Note is being transferred
pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof,
	 
	 	the Trustee will cancel the Restricted Definitive Note, increase or
cause to be increased the aggregate principal amount of, in the
case of clause (A) above, the appropriate Restricted Global Note,
in the case of clause (B) above, the 144A Global Note, and in all
other cases, the IAI Global Note.




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




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) it is not an Affiliate of the
Company or its Subsidiaries, (ii) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding
with any person to participate in a distribution of the Series B
Notes to be issued in the Exchange Offer, (iii) it is acquiring the
Series B Notes in its ordinary course of business, (iv) it is not
prohibited by law or policy of the Commission from participating in
the Exchange Offer, (v) if such Holder is a Broker-Dealer, that it
will receive Series B Notes for its own account in exchange for
Series A Notes that were acquired as a result of market=making
activities or other trading activities and that it will be required
to acknowledge that it will deliver a prospectus in connection with
any resale of such Series B Notes, (vi) that it is not acting on
behalf of any Person who could not truthfully make the foregoing
statement and (vii) it has full power and authority to transfer the
Series A Notes in exchange for the Series B Notes;
	 
	 	     (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
	 
	 	     (C) such transfer is effected by a Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or
	 
	 	     (D) the Registrar receives the following:




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




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




		
	 	and, in each such case set forth in this subparagraph (D), if the
Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on
transfer contained herein and in the



33






 





		
	 	Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.




		
	 	     Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.
	 
	 	     (3) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted
Global Note or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes.
	 
	 	     If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D)
or (3) above at a time when an Unrestricted Global Note has not yet been
issued, the Company will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will
authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.



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



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




		
	 	     (A) if such Restricted Definitive Note is being transferred to
a QIB in accordance with Rule 144A under the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;
	 
	 	     (B) if such Restricted Definitive Note is being transferred
pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;
	 
	 	     (C) if such Restricted Definitive Note is being transferred to
an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than
those listed in subparagraphs (A) and (B) above, a certificate to
the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable; or



34






 





		
	 	     (D) if such Restricted Definitive Note is being transferred to
the Company or any of its Subsidiaries, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof.




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




		
	 	     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal that (i) it is not an Affiliate of the Company or its
Subsidiaries, (ii) it is not engaged in, and does not intend to
engage in, and has no arrangement or understanding with any person
to participate in a distribution of the Series B Notes to be issued
in the Exchange Offer, (iii) it is acquiring the Series B Notes in
its ordinary course of business, (iv) it is not prohibited by law
or policy of the Commission from participating in the Exchange
Offer, (v) if such Holder is a Broker-Dealer, that it will receive
Series B Notes for its own account in exchange for Series A Notes
that were acquired as a result of market=making activities or other
trading activities and that it will be required to acknowledge that
it will deliver a prospectus in connection with any resale of such
Series B Notes, (vi) that it is not acting on behalf of any Person
who could not truthfully make the foregoing statement and (vii) it
has full power and authority to transfer the Series A Notes in
exchange for the Series B Notes;
	 
	 	     (B) any such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
	 
	 	     (C) any such transfer is effected by a Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or
	 
	 	     (D) the Registrar receives the following:




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




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




		
	 	     (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a
Person who takes delivery thereof in



35






 








		
	 	the form of an Unrestricted Definitive Note. Upon receipt of a
request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the
Holder thereof.



     (f)  Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:



		
	 	     (1) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of the beneficial interests in the
Restricted Global Notes tendered into the Exchange Offer by Persons that
certify in the applicable Letters of Transmittal that (i) it is not an
Affiliate of the Company or its Subsidiaries, (ii) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding
with any person to participate in a distribution of the Series B Notes to
be issued in the Exchange Offer, (iii) it is acquiring the Series B Notes
in its ordinary course of business, (iv) it is not prohibited by law or
policy of the Commission from participating in the Exchange Offer, (v) if
such Holder is a Broker-Dealer, that it will receive Series B Notes for
its own account in exchange for Series A Notes that were acquired as a
result of market=making activities or other trading activities and that
it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Series B Notes, (vi) that it is not
acting on behalf of any Person who could not truthfully make the
foregoing statement and (vii) it has full power and authority to transfer
the Series A Notes in exchange for the Series B Notes; and
	 
	 	     (2) Subject to Section 2.06(a) hereof, Unrestricted Definitive Notes
in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.



     Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.


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



		
	 	     (1) Private Placement Legend.




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



“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S.
PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL


36






 


“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), (2) AGREES THAT IT WILL NOT,
WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE
PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO
ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S
UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING RESTRICTIONS.”



		
	 	     (B) Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2),
(c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06
(and all Notes issued in exchange therefor or substitution thereof
will not bear the Private Placement Legend.




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



“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY


37






 


THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.”


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


     (i)  General Provisions Relating to Transfers and Exchanges.



		
	 	     (1) To permit registrations of transfers and exchanges, the Company
will execute and the Trustee will authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance
with Section 2.02 or at the Registrar’s request.
	 
	 	     (2) No service charge will be made to a Holder of a Global Note or
to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require Holder to pay of a sum sufficient
to pay all transfer tax or similar governmental charges payable in
connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to
Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). The Registrar
will not be required to register the transfer of or exchange any Note
selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.
	 
	 	     (3) All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes
will be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer
or exchange.
	 
	 	     (4) The Company will not be required:




		
	 	     (A) to issue, to register the transfer of or to exchange any
Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day
of selection;



38






 





		
	 	     (B) to register the transfer of or to exchange any Note
selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or
	 
	 	     (C) to register the transfer of or to exchange a Note between
a record date and the next succeeding interest payment date.




		
	 	     (5) Prior to due presentment for the registration of a transfer of
any Note, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent
or the Company shall be affected by notice to the contrary.
	 
	 	     (6) The Trustee will authenticate Global Notes and Definitive Notes
in accordance with the provisions of Section 2.02 hereof.
	 
	 	     (7) All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by
facsimile.



Section 2.07 Replacement Notes.


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


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


Section 2.08 Outstanding Notes.


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


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


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


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


39






 


Section 2.09 Treasury Notes.


     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company, will be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee will be protected in relying on any such direction, waiver or
consent, only Notes that the Trustee knows are so owned will be so disregarded.


Section 2.10 Temporary Notes.


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


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


Section 2.11 Cancellation.


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


Section 2.12 Defaulted Interest.


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


Section 2.13 Reset Feature


     In the event that the Company does not refinance the Notes prior to the
first anniversary of the date hereof, the rate of interest on the Notes shall
be reset to a new rate that shall become effective as of the date of the first
anniversary of the issuance of the Notes such that the Notes will thereafter
bear interest at a rate that would cause the Notes to be saleable on such
anniversary at a price equal to 100% of their par value plus accrued interest,
if any (the “Par Value Rate”). The Company shall cooperate with the Holders to
determine the Par Value Rate as follows: beginning seventy-five (75) calendar
days prior to the first anniversary of the issuance of the Notes, if GECC then
Beneficially Owns a majority in

40






 



aggregate principal amount of the Notes then outstanding, each of the
Company and a designee appointed by the Holders of a majority in aggregate
principal amount of the Notes then outstanding (the “Purchaser Designee”), will
negotiate in good faith for a period of five (5) Business Days to establish the
Par Value Rate (the “Negotiation Period”). If the Company and the Purchaser
Designee reach an agreement during the Negotiation Period, then the Par Value
Rate will be set at such rate as the Company and the Purchaser Designee agree
upon, and the Company will promptly notify the Trustee in writing of the Par
Value Rate no later than two (2) Business Days after the Company and the
Purchaser Designee have determined the Par Value Rate. If the Company and the
Purchaser Designee cannot reach an agreement during the Negotiation Period on
what the Par Value Rate will be, or if GECC does not Beneficially Own a
majority in principal amount of the Notes then outstanding at the beginning of
the Negotiation Period, within five (5) Business Days after the expiration of
the Negotiation Period, the Company and the Purchaser Designee will each select
and engage an investment bank of nationally recognized standing (each, an
“Appraiser”) to determine the Par Value Rate. Within fifteen (15) Business
Days of their engagement, each Appraiser will determine independently their
respective Par Value Rates; provided that the rates they determine will not be
(1) higher than 17% per year or (2) less than 8% per year. In the event that
the higher rate determined by the Appraisers is not greater than 100 basis
points above the lower rate determined by the Appraisers, the average of the
two rates shall be the Par Value Rate and such determination shall be final and
binding on the Holders and the Company. The Company will promptly notify the
Trustee in writing of the Par Value Rate no later than two (2) Business Days
after the Appraisers have determined their respective Par Value Rates. In the
event that the higher rate determined by the Appraisers is more than 100 basis
points above the lower value determined by the Appraisers, immediately after
each of the Appraisers has determined its respective Par Value Rates, each of
the Purchaser Designee and the Company will cause their respective Appraisers
to select and engage together a third Appraiser within five (5) Business Days
of such determination. Within fifteen (15) Business Days of its engagement,
such third Appraiser shall determine independently its respective Par Value
Rate. Thereafter, the average of the two rates determined by the three
Appraisers which are closest to each other shall be the Par Value Rate and such
determination shall be final and binding on the Holders, and the Company. The
Company will promptly notify the Trustee in writing of the Par Value Rate no
later than two (2) Business Days after such Par Value Rate is determined.




ARTICLE 3.



REDEMPTION AND PREPAYMENT



Section 3.01 Notices to Trustee.


     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers’
Certificate setting forth:



		
	 	     (1) the clause of this Indenture pursuant to which the redemption
shall occur;
	 
	 	     (2) the redemption date;
	 
	 	     (3) the principal amount of Notes to be redeemed; and
	 
	 	     (4) the redemption price.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.


     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

41






 





		
	 	     (1) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or
	 
	 	     (2) if the Notes are not listed on any national securities exchange,
on a pro rata basis, by lot or by such method as the Trustee shall deem
fair and appropriate.



     Except with respect to any redemption effected pursuant to the proviso to
Section 3.07(b) hereof, in the event of partial redemption or purchase by lot,
the particular Notes to be redeemed or purchased will be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.


     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000
or whole multiples of $1,000; except that if all of the Notes of a Holder are
to be redeemed or purchased, the entire outstanding amount of Notes held by
such Holder, even if not a multiple of $1,000, shall be redeemed or purchased.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption or purchase also apply to portions of
Notes called for redemption or purchase.


Section 3.03 Notice of Redemption.


     Subject to the provisions of Section 3.09 hereof and, except with respect
to any redemption effected pursuant to the proviso to Section 3.07(b) hereof,
at least 30 days but not more than 60 days before a redemption date (or 5
Business Days before a redemption date in the case of a redemption pursuant to
Section 3.07(b) hereof), the Company will mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder (and the Company will mail a
notice to GECC in the case of a redemption pursuant to Section 3.07(b) hereof),
whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of
this Indenture.


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



		
	 	     (1) the redemption date;
	 
	 	     (2) the redemption price;
	 
	 	     (3) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;
	 
	 	     (4) the name and address of the Paying Agent;
	 
	 	     (5) that Notes called for redemption must be surrendered to the
Paying Agent to collect the redemption price;
	 
	 	     (6) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and
after the redemption date;



42






 





		
	 	     (7) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and
	 
	 	     (8) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the
Notes.



     At the Company’s request, the Trustee will give the notice of redemption
in the Company’s name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.


Section 3.04 Effect of Notice of Redemption.


     Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional. If the Company complies with the provisions of this paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase.


Section 3.05 Deposit of Redemption or Purchase Price.


     One Business Day prior to the redemption or purchase price date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Liquidated
Damages, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Liquidated Damages, if any, on, all Notes to be redeemed or
purchased.


     If a Note is redeemed or purchased on or after an interest record date but
on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at
the close of business on such record date. If any Note called for redemption
or purchase is not so paid upon surrender for redemption or purchase because of
the failure of the Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal, from the redemption or purchase date
until such principal is paid, and to the extent lawful on any interest not paid
on such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.


Section 3.06 Notes Redeemed or Purchased in Part.


     Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.


Section 3.07 Optional Redemption.


     (a)  At any time after September 27, 2003 and prior to September 27, 2005,
the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
100% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date, plus, a premium equal to
the Par Value Rate times the principal amount of the Notes to be redeemed, with
the net cash proceeds of one or more Qualified Equity Offerings;
provided that:

43






 





		
	 	     (1) at least 65% of the aggregate principal amount of Notes issued
under this Indenture remains outstanding immediately after the occurrence
of such redemption (excluding Notes held by the Company and its
Subsidiaries); and
	 
	 	     (2) the redemption occurs within 90 days of the date of the closing
of such Qualified Equity Offering.



     (b)  Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Company’s option prior to September 27, 2006; provided that,
prior to September 27, 2003, the Company may on any one or more occasions, on
five (5) Business Days’ notice, redeem all or any part of the Notes at a
redemption price of 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
applicable redemption date.


     (c)  Except as provided in Section 3.07(a) and 3.07(b) hereof, the Notes
may not be redeemed at the option of the Company prior to September 27, 2006.
After September 27, 2006, the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice, at the redemption prices
equal to par plus accrued and unpaid interest, and Liquidated Damages, if any,
thereon, to the applicable redemption date, plus a premium equal to the
percentage set forth below of the Par Value Rate if redeemed during the
twelve-month period beginning on September 27 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
		 	
	2006
	 	 	50.000	%
	
	
	
	

	2007
	 	 	25.000	%
	
	
	
	

	2008 and thereafter
	 	 	0.000	%



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


Section 3.08 Mandatory Redemption.


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


Section 3.09 Offer to Purchase by Application of Excess Proceeds.


     In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an “Asset Sale
Offer”), it will follow the procedures specified below.


     The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales and assets. The Asset Sale Offer will remain open
for a period of at least 20 Business Days following its commencement and not
more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the “Offer Period”). No later than three Business
Days after the termination of the Offer Period (the “Purchase Date”), the
Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.


     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person

44






 




in whose name a Note is registered at the close of business on such record
date, and no additional interest will be payable to Holders who tender Notes
pursuant to the Asset Sale Offer.


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



		
	 	     (1) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
will remain open;
	 
	 	     (2) the Offer Amount, the purchase price and the Purchase Date;
	 
	 	     (3) that any Note not tendered or accepted for payment will continue
to accrue interest;
	 
	 	     (4) that, unless the Company defaults in making such payment, any
Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest after the Purchase Date;
	 
	 	     (5) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may elect to have Notes purchased in integral multiples
of $1,000 only;
	 
	 	     (6) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer will be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note
completed, or transfer by book-entry transfer, to the Company, a
Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;
	 
	 	     (7) that Holders will be entitled to withdraw their election if the
Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram,
telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to
have such Note purchased;
	 
	 	     (8) that, if the aggregate principal amount of Notes and other pari
passu Indebtedness surrendered by Holders exceeds the Offer Amount, the
Company will select the Notes and other pari passu Indebtedness to be
purchased on a pro rata basis based on the principal amount of Notes and
such other pari passu Indebtedness surrendered (with such adjustments as
may be deemed appropriate by the Company so that only Notes in
denominations of $1,000, or integral multiples thereof, will be
purchased); and
	 
	 	     (9) that Holders whose Notes were purchased only in part will be
issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered (or transferred by book-entry transfer).



     On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
will deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, will promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company will

45






 


promptly issue a new Note, and the Trustee, upon written request from the
Company will authenticate and mail or deliver such new Note to such Holder, in
a principal amount equal to any unpurchased portion of the Note surrendered.
Any Note not so accepted shall be promptly mailed or delivered by the Company
to the Holder thereof. The Company will publicly announce the results of the
Asset Sale Offer on the Purchase Date.


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




ARTICLE 4.


COVENANTS



Section 4.01 Payment of Notes.


     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.


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


Section 4.02 Maintenance of Office or Agency.


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


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


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


46






 


Section 4.03 Reports.


     (a)  Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company shall furnish to
the Holders of Notes, within the time periods specified in the Commission’s
rules and regulations:



		
	 	     (1) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and, with respect to the annual information only, a report
on the annual financial statements by the Company’s certified independent
accountants; and
	 
	 	     (2) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports.



     In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required by the
Commission, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission’s rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company will at all times comply with TIA § 314(a) to the extent
applicable.


     If the Company has Subsidiaries that are not Guarantors, then the
quarterly and annual financial information required by the preceding paragraph
shall include a reasonably detailed presentation, either on the face of the
financial statements or in the footnotes thereto of the financial condition and
results of operations of the Company and its Guarantor Subsidiaries separate
from the financial condition and results of operations of the non-Guarantor
Subsidiaries of the Company.


     (b)  For so long as any Notes remain outstanding, the Company and the
Guarantors will furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


Section 4.04 Compliance Certificate.


     (a)  The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.


     (b)  So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a)

47






 




above shall be accompanied by a written statement of the Company’s
independent public accountants (who shall be a firm of established national
reputation) that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them
to believe that the Company has violated any provisions of Article 4 or Article
5 hereof or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall
not be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.


     (c)  So long as any of the Notes are outstanding, the Company shall deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.


Section 4.05 Taxes.


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


Section 4.06 Stay, Extension and Usury Laws.


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


Section 4.07 Restricted Payments.


     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:



		
	 	     (1) declare or pay any dividend or make any other payment or
distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the
Company or any of its Restricted Subsidiaries) or to the direct or
indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock)
of the Company and other than dividends or distributions payable to the
Company or a Restricted Subsidiary of the Company);
	 
	 	     (2) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company
or any direct or indirect parent of the Company;
	 
	 	     (3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except a payment
of interest or principal at the Stated Maturity thereof or



48






 





		
	 	payments into a trust within one year of the Stated Maturity of any
such subordinated Indebtedness which payments effect a defeasance or
discharge of such Indebtedness; or
	 
	 	     (4) make any Restricted Investment (all such payments and other
actions set forth in these clauses (1) through (4) above being
collectively referred to as “Restricted Payments”),



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



		
	 	     (1) no Default or Event of Default has occurred and is continuing or
would occur as a consequence of such Restricted Payment;
	 
	 	     (2) the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four quarter period, have
been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Consolidated Coverage Ratio test set forth in the first
paragraph of Section 4.9 hereof; and
	 
	 	     (3) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of this Indenture (excluding Restricted
Payments permitted by clauses (2), (3), (4), (5), (6) and (7) of the next
succeeding paragraph), is less than the sum, without duplication, of:




		
	 	     (a) 50% of the aggregate Consolidated Net Income of the
Company (or, in the event such Consolidated Net Income shall be a
deficit, minus 100% of such deficit) accrued for the period
beginning September 1, 2002 and ending on the last day of the
Company’s most recent calendar month for which financial
information is available to the Company ending prior to the date of
such proposed Restricted Payment, taken as one accounting period,
plus
	 
	 	     (b) 100% of the aggregate net cash proceeds received by the
Company since the date of this Indenture (x) from the issue or sale
of Equity Interests of the Company (other than Disqualified Stock)
or Disqualified Stock or debt or other securities of the Company
that have been converted into or exchanged for such Equity
Interests (other than (i) Equity Interests (or Disqualified Stock
or convertible or exchangeable debt or other securities) sold to
(A) a Subsidiary of the Company or (B) an employee stock ownership
plan or other trust established by the Company or any of its
Subsidiaries for the benefit of its employees to the extent that
the purchase by such plan or trust is financed by Indebtedness of
such plan or trust owed to the Company or any of its Subsidiaries
or Indebtedness Guaranteed by the Company or any of its
Subsidiaries, and (ii) Disqualified Stock or convertible or
exchangeable debt or other securities that have been converted into
or exchanged for Disqualified Stock), and (y) as capital
contributions from its shareholders, plus
	 
	 	     (c) to the extent that any Unrestricted Subsidiary is
redesignated as a Restricted Subsidiary after the date of this
Indenture, the fair market value of such Subsidiary, as determined
by the Board of Directors, as of the date of such redesignation,
plus
	 
	 	     (d) the aggregate amount (i) returned in cash to the Company
or any of its Restricted Subsidiaries or (ii) representing
cancellation of Indebtedness of the Company or any of its
Restricted Subsidiaries, in each case with respect to Restricted
Investments made after the date of this Indenture whether through
interest payments, principal



49






 





		
	 	payments, dividends, other distributions or the forgiveness or
cancellation of Indebtedness, plus
	 
	 	     (e) the net cash proceeds received by the Company or any of
its Restricted Subsidiaries from the disposition (other than to a
Restricted Subsidiary), retirement or redemption of all or any
portion of Restricted Investments made after the date of this
Indenture.



     The preceding provisions will not prohibit:



		
	 	     (1) the payment of any dividend within 60 days after the date of
declaration of the dividend, if at the date of declaration the dividend
payment would have complied with the provisions of this Indenture;
provided, however, that such dividend will be included in the calculation
of the amount of Restricted Payments (without duplication for
declaration);
	 
	 	     (2) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or any
Restricted Subsidiary or of any Equity Interests of the Company in
exchange for, or out of the net cash proceeds of the substantially
concurrent sale of, Equity Interests of the Company (other than (i)
Disqualified Stock and (ii) Equity Interests issued or sold to a
Subsidiary of the Company or to an employee stock ownership plan or other
trust established by the Company or any of its Subsidiaries for the
benefit of its employees to the extent that the purchase by such plan or
trust is financed by Indebtedness of such plan or trust owed to the
Company or any of its Subsidiaries or Indebtedness Guaranteed by the
Company or any of its Subsidiaries); provided that the amount of any such
net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition will be excluded from clause
(3)(b) of the preceding paragraph;
	 
	 	     (3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Guarantor with the net
cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
	 
	 	     (4) the declaration and payment of any dividend by a Restricted
Subsidiary of the Company to the holders of such Restricted Subsidiary’s
Equity Interests on a pro rata basis;
	 
	 	     (5) the repurchase, redemption or other acquisition or retirement
for value of Equity Interests of the Company or any of its Subsidiaries
from employees, former employees, directors or former directors of the
Company or any of its Subsidiaries (or permitted transferees of such
employees, former employees, directors or former directors), pursuant to
the terms of agreements (including employment agreements) or plans (or
amendments thereto) approved by the Board of Directors under which such
individuals purchase or sell, or are granted the option to purchase or
sell, such Equity Interests; provided, however, that the aggregate amount
of such repurchases made in any calendar year, when added to the
aggregate principal amount of all Indebtedness incurred in such calendar
year pursuant to clause (13) of the definition of Permitted Debt set
forth under Section 4.09 hereof, shall not exceed $5.0 million;
	 
	 	     (6) the repurchase of Equity Interests of the Company or any of its
Restricted Subsidiaries deemed to occur upon the exercise of stock
options upon surrender of Equity Interests to pay the exercise price of
such options;
	 
	 	     (7) the retirement of any shares of Disqualified Stock of the
Company by conversion into, or by exchange for, shares of Disqualified
Stock of the Company, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary of
the



50






 





		
	 	Company) of other shares of Disqualified Stock of the Company;
provided that the Disqualified Stock of the Company that replaces the
retired shares of Disqualified Stock of the Company shall not require the
direct or indirect payment of any liquidation preference earlier in time
than the final stated maturity of the retired shares of Disqualified
Stock of the Company;
	 
	 	     (8) payments to Francisco Partners or any of its Affiliates
permitted by clause (7) of the second paragraph of Section 4.11 hereof;
	 
	 	     (9) payments to General Electric, Global Acquisition Company or
their Affiliates made in accordance with the Tax Matters Agreement, the
Transition Services Agreement or the Employee Lease Agreement;
	 
	 	     (10) payments in satisfaction of certain put option obligations
under joint venture agreements relating to Business Commerce Australia
Pty Limited, GE ECXpress (HK) Limited and EC1 Pte. Ltd. f/k/a Commerce
Network Singapore Pte. Ltd. in amounts not to exceed (i) $6.0 million
with respect to any one such joint venture and (ii) $12.0 million in the
aggregate;
	 
	 	     (11) the dividend or distribution to GXS Holdings of not more than
$350.0 million upon the closing of the recapitalization to be used by GXS
Holdings to repurchase its common stock from GE investments;
	 
	 	     (12) so long as no Default has occurred and is continuing or would
be caused thereby, for any fiscal period during which the Company and its
Subsidiaries are treated as members of a consolidated group with GXS
Holdings, Inc. for tax purposes, payments or distributions to GXS
Holdings, Inc. to fund, and in an amount not to exceed, the actual cash
taxes of GXS Holdings, Inc. that are then due and owing limited to what
the Company together with its Subsidiaries would have owed if they would
have been taxed as a corporation filing income tax returns on a
stand-alone basis at all times during their existence; and
	 
	 	     (13) other Restricted Payments in an aggregate amount not to exceed
$10.0 million.



     The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the assets or securities
proposed to be transferred or issued by the Company or any Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant will be determined by the Board of Directors whose resolution with
respect thereto will be delivered to the Trustee. The Board of Directors’
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $15.0 million and if the Restricted Payment is to be
made to an Affiliate of the Company or to the holders of or in respect of any
Equity Interest. Not later than the date of making any Restricted Payment, the
Company will deliver to the Trustee an Officers’ Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.


Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.


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



		
	 	     (1) pay dividends or make any other distributions on its Capital
Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or



51






 





		
	 	participation in, or measured by, its profits, or pay any
Indebtedness owed to the Company or any of its Restricted Subsidiaries;
	 
	 	     (2) make loans or advances to the Company or any of its Restricted
Subsidiaries; or
	 
	 	     (3) transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries.




		
	 	     However, the preceding restrictions will not apply to encumbrances
or restrictions existing under or by reason of:
	 
	 	     (1) agreements governing Existing Indebtedness and the Senior Credit
Facility as in effect on the date of this Indenture and any amendments,
modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of those agreements; provided
that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no more
restrictive, taken as a whole, than those provisions contained in those
agreements on the date of this Indenture;
	 
	 	     (2) agreements governing Senior Debt permitted to be incurred under
this Indenture; provided, that provisions relating to such encumbrances
or restrictions are no more restrictive, taken as a whole, than those
provisions contained in the Senior Credit Facility on the date of this
Indenture;
	 
	 	     (3) this Indenture, the Notes and the Subsidiary Guarantees;
	 
	 	     (4) applicable law, rule, regulation or order;
	 
	 	     (5) any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition (except to the extent such
Indebtedness or Capital Stock was incurred or issued in connection with
or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets
of any Person, other than the Person, or the property or assets of the
Person, so acquired; provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred;
	 
	 	     (6) customary non-assignment provisions in leases and other
agreements entered into in the ordinary course of business and consistent
with industry practice;
	 
	 	     (7) purchase money obligations (including Capital Lease Obligations)
for property acquired in the ordinary course of business and consistent
with industry practice that impose restrictions on that property of the
nature described in clause (3) of the preceding paragraph;
	 
	 	     (8) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are no more restrictive, taken as a whole, than
those contained in the agreements governing the Indebtedness being
refinanced;
	 
	 	     (9) Liens securing Indebtedness or other obligations otherwise
permitted to be incurred under Section 4.12 hereof that limit the right
of the debtor to dispose of the assets subject to such Liens;
	 
	 	     (10) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements,
stock sale agreements and other similar agreements entered into in the
ordinary course of business;



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	 	     (11) restrictions on cash or other deposits or net worth imposed by
customers under contracts or net worth provisions contained in leases and
other agreements entered into in the ordinary course of business;
	 
	 	     (12) customary restrictions with respect to a Restricted Subsidiary
pursuant to an agreement entered into for the sale or disposition of all
or substantially all of the Capital Stock or assets of such Restricted
Subsidiary pending the closing of such sale or disposition; provided,
that such restrictions apply solely to the Capital Stock or assets of the
Restricted Subsidiary that is being sold; and
	 
	 	     (13) any encumbrance or restriction existing under or by reason of a
Receivables Facility or other contractual requirements of a Receivables
Facility permitted pursuant to Section 4.09 hereof; provided that such
restrictions apply only to such Receivables Facility.



Section 4.09 Incurrence of Indebtedness


     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt); provided, however, that the Company or any Guarantor may incur
Indebtedness (including Acquired Debt) if the Company’s Consolidated Coverage
Ratio at the time of incurrence of such Indebtedness, after giving pro forma
effect to such incurrence or issuance as of such date and to the use of
proceeds therefrom, as if the same had occurred at the beginning of the most
recently ended four fiscal quarter period of the Company for which internal
financial statements are available, would have been no less than:



		
	 	     (1) 2.50 to 1.0, if such incurrence is on or before September 27,
2003;
	 
	 	     (2) 2.75 to 1.0, if such incurrence is on or before September 27,
2004; and
	 
	 	     (3) 3.00 to 1.0 thereafter.




     The first paragraph of this covenant will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, “Permitted Debt”):




		
	 	     (1) the incurrence by the Company or any Restricted Subsidiary of
Indebtedness and letters of credit under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause
(1) (with letters of credit being deemed to have a principal amount equal
to the maximum potential liability of the Company and its Subsidiaries
thereunder) not to exceed $225.0 million less the aggregate amount of all
prepayments of principal applied to permanently reduce any such
Indebtedness;
	 
	 	     (2) Indebtedness in respect of a Receivables Facility in an
aggregate principal amount not to exceed the greater of $80 million and
the amount of all prepayments of principal applied to permanently reduce
Indebtedness under clause (1) above;
	 
	 	     (3) the incurrence by the Company and its Restricted Subsidiaries of
the Existing Indebtedness;
	 
	 	     (4) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Notes and the related Subsidiary Guarantees to be
issued on the date of this Indenture and the Exchange Notes and the
related Subsidiary Guarantees to be issued pursuant to the Registration
Rights Agreement;



53






 





		
	 	     (5) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred
for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used
in a Permitted Business (whether through the direct purchase of assets or
through the acquisition of at least a majority of the Voting Stock of any
Person owning such assets), in an aggregate principal amount, including
all Permitted Refinancing Indebtedness incurred to refund, refinance or
replace any Indebtedness incurred pursuant to this clause (5), not to
exceed $15.0 million at any time outstanding;
	 
	 	     (6) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
the net proceeds of which are used to refund, refinance or replace,
Indebtedness (other than intercompany Indebtedness) that was permitted by
this Indenture to be incurred under the first paragraph of this covenant
or any of clauses (3), (4), (5), (8), (9) or (10) of this paragraph;
	 
	 	     (7) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries; provided, however, that (a) if
the Company or any Guarantor is the obligor on such Indebtedness, such
Indebtedness must be unsecured and expressly subordinated to the prior
payment in full in cash of all obligations with respect to the Notes (in
the case of the Company) or the related Subsidiary Guarantee (in the case
of a Guarantor); and (b) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary of the Company and any
sale or other transfer of any such Indebtedness to a Person that is not
either the Company or a Restricted Subsidiary of the Company will be
deemed, in each case, to constitute an incurrence of such Indebtedness by
the Company or such Restricted Subsidiary, as the case may be, that was
not permitted by this clause (7);
	 
	 	     (8) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the bona fide
purpose of hedging (x) interest rate risk with respect to Indebtedness of
the Company or any Restricted Subsidiary permitted to be incurred under
this Indenture and which was a notional amount no greater than the
payments due with respect to the Indebtedness being hedged thereby, or
(y) currency exchange rate risk in connection with then existing
financial obligations or the acquisition of goods or services and not for
purposes of speculation;
	 
	 	     (9) guarantees provided under Section 4.18 hereof and the guarantee
by the Company or any Restricted Subsidiary of Indebtedness of the
Company or a Restricted Subsidiary that was permitted to be incurred by
another provision of this covenant;
	 
	 	     (10) Indebtedness incurred by the Company or any of its Restricted
Subsidiaries constituting reimbursement obligations with respect to
letters of credit issued in the ordinary course of business, including,
without limitation, letters of credit in respect to workers’ compensation
claims or self-insurance, or other Indebtedness with respect to
reimbursement type obligations regarding workers’ compensation claims;
provided, however, that upon the drawing of such letters of credit or the
incurrence of such Indebtedness, such obligations are reimbursed within
30 days following such drawing or incurrence;
	 
	 	     (11) Obligations in respect of performance and surety bonds and
completion guarantees provided by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with
industry practice;



54






 





		
	 	     (12) the incurrence by the Company or any Restricted Subsidiary of
Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn
against insufficient funds in the ordinary course of business, and such
Indebtedness is extinguished within five business days after incurrence
thereof;
	 
	 	     (13) Indebtedness of the Company or any of its Restricted
Subsidiaries evidenced by promissory notes issued to employees, former
employees, directors or former directors of the Company or any of its
Subsidiaries in lieu of any cash payment permitted to be made under
clause (5) of the second paragraph of the limitations on Restricted
Payments set forth under Section 4.07 hereof; provided, however, that (a)
all such Indebtedness must be unsecured and expressly subordinated to the
prior payment in full in cash of all obligations with respect to the
Notes (in the case of the Company) or the related Subsidiary Guarantee
(in the case of a Guarantor) and (b) the aggregate principal amount of
all such Indebtedness incurred in any calendar year, when added to the
aggregate amount of all repurchases made in such calendar year pursuant
to such clause (5) referred to above, shall not exceed $5.0 million; and
	 
	 	     (14) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness in an aggregate principal amount
(or accreted value, as applicable) at any time outstanding, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or
replace any Indebtedness incurred pursuant to this clause (14), not to
exceed $5.0 million.



     For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (14)
above, or is entitled to be incurred pursuant to the first paragraph of this
covenant, the Company will be permitted to classify such item of Indebtedness
on the date of its incurrence, or later reclassify all or a portion of such
item of Indebtedness, in any manner that complies with this covenant. The
maximum amount of Indebtedness that the Company or any Restricted Subsidiary
may incur pursuant to this covenant shall not be deemed to be exceeded solely
as a result of fluctuations in currency exchange rates. Indebtedness under the
Senior Credit Facility, including Guarantees of such Indebtedness, on the date
on which Notes are first issued and authenticated under this Indenture will be
deemed to have been incurred on such date in reliance on the exception provided
by clause (1) of the definition of Permitted Debt.


     Accrual of interest or dividends, the accretion of accreted value and the
payment of interest or dividends in the form of additional Indebtedness will
not be deemed to be an incurrence of Indebtedness for purposes of this
covenant.


     For purposes of determining compliance with any U.S. dollar-denominated
restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency will be
calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was incurred, in the case of term debt, or first committed,
in the case of revolving credit debt; provided that (1) the U.S.
dollar-equivalent principal amount of any such Indebtedness outstanding or
committed on the date of this Indenture will be calculated based on the
relevant currency exchange rate in effect on the date of this Indenture, and
(2) if such Indebtedness is incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-denominated restriction to be exceeded if calculated at
the relevant currency exchange rate in effect on the date of such refinancing,
such U.S. dollar-denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such Refinancing Indebtedness does
not exceed the principal amount of such Indebtedness being refinanced. The
principal amount of any Indebtedness incurred to refinance other Indebtedness,
if incurred in a different currency than the Indebtedness being refinanced,
shall be calculated based on the currency exchange rate applicable to the
currencies in which such respective Indebtedness is denominated that is in
effect on the date of such refinancing.


55






 


Section 4.10 Asset Sales.


     The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:



		
	 	     (1) the Company (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of the Asset Sale at least equal to
the fair market value of the assets or Equity Interests issued or sold or
otherwise disposed of;
	 
	 	     (2) the fair market value is determined by the Board of Directors
and evidenced by a resolution of the Board of Directors set forth in an
Officers’ Certificate delivered to the Trustee; and
	 
	 	     (3) at least 75% of the consideration received in the Asset Sale by
the Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents except to the extent the Company is undertaking a Permitted
Asset Swap. For purposes of this provision and subparagraph (z) below,
each of the following will be deemed to be cash:




		
	 	     (a) any liabilities, as shown on the Company’s most recent
consolidated balance sheet, of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases the
Company or such Restricted Subsidiary from further liability; and
	 
	 	     (b) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee
converted by the Company or such Restricted Subsidiary within 90
days into cash or Cash Equivalents, to the extent of the cash or
Cash Equivalents received in that conversion.



     Notwithstanding the foregoing, the Company or any Restricted Subsidiary
will be permitted to consummate an Asset Sale without complying with the
foregoing if:


     (x)  the Company or such Restricted Subsidiary receives consideration at
the time of such Asset Sale at least equal to the fair market value of the
assets or other property sold, issued or otherwise disposed of;


     (y)  the fair market value is determined by the Board of Directors and
evidenced by a resolution of the Board of Directors set forth in an Officers’
Certificate delivered to the Trustee; and


     (z)  at least 75% of the consideration for such Asset Sale constitutes a
controlling interest in a Permitted Business, assets used or useful in a
Permitted Business and/or cash and Cash Equivalents;


provided, however, that any cash or Cash Equivalents (other than any amount
deemed to be cash under clause (3)(a) of the preceding paragraph) received by
the Company or such Restricted Subsidiary in connection with any Asset Sale
permitted to be consummated under this paragraph shall constitute Net Proceeds
subject to the provisions of the next paragraph.


     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or such Restricted Subsidiary may apply those Net Proceeds, at its
option:



		
	 	     (1) to repay Senior Debt and, if the Senior Debt repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect
thereto;



56






 





		
	 	     (2) to acquire all or substantially all of the assets of, or a
majority of the Voting Stock of, a Permitted Business, or to make a
Permitted Investment in a Person that is engaged in a Permitted Business;
	 
	 	     (3) to make capital expenditures that are used or useful in a
Permitted Business; or
	 
	 	     (4) to acquire other assets that are used or useful in a Permitted
Business.



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


     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraphs will constitute “Excess Proceeds.” When
the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will
make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase or redeem the maximum
principal amount of Notes and such other pari passu Indebtedness that may be
purchased or redeemed out of the Excess Proceeds. The offer price in any Asset
Sale Offer will be equal to 100% of the principal amount plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase or
redemption, and will be payable in cash. If the date of purchase or redemption
is on or after an interest record date and on or before the related interest
payment date, accrued and unpaid interest, if any, will be paid to the Holder
in whose name a Note is registered at the close of business on such record
date, and no additional interest will be payable to holders who tender pursuant
to the Asset Sale Offer. If any Excess Proceeds remain after consummation of
an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose
not otherwise prohibited by this Indenture. If the aggregate principal amount
of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee will select the Notes and
such other pari passu Indebtedness to be purchased or redeemed on a pro rata
basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
will be reset at zero.


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


Section 4.11 Transactions with Affiliates.


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



		
	 	     (1) the Affiliate Transaction is on terms that are no less favorable
to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or
such Restricted Subsidiary with an unrelated Person; and
	 
	 	     (2) the Company delivers to the Trustee:



57






 








		
	 	     (a) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in
excess of $5.0 million, a resolution of the Board of Directors set
forth in an Officers’ Certificate certifying that such Affiliate
Transaction complies with this covenant and that such Affiliate
Transaction has been approved by a majority of the members of the
Board of Directors having no personal stake in such Affiliate
Transaction; and
	 
	 	     (b) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in
excess of $15.0 million, an opinion as to the fairness to the
Company and its Restricted Subsidiaries of such Affiliate
Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing.



     The following transactions will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:



		
	 	     (1) any Restricted Payment permitted to be made pursuant to Section
4.07 hereof;
	 
	 	     (2) any issuance of securities, or other payments, awards or grants
in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, stock options and stock ownership plans approved
by the Board of Directors;
	 
	 	     (3) the grant of stock options or similar rights to officers,
employees, consultants and directors of the Company or any Subsidiary
pursuant to plans approved by the Board of Directors and the payment of
amounts or the issuance of securities pursuant thereto;
	 
	 	     (4) loans or advances to employees of the Company or its
Subsidiaries in the ordinary course of business and consistent with
industry practice, but in any event not to exceed $5.0 million in the
aggregate outstanding at any one time;
	 
	 	     (5) the payment of reasonable fees, compensation or employee benefit
arrangements to, and any indemnity provided for the benefit of,
directors, officers, consultants or employees of the Company or any
Subsidiary in the ordinary course of business and consistent with
industry practice;
	 
	 	     (6) any transaction between the Company and a Restricted Subsidiary
or between Restricted Subsidiaries;
	 
	 	     (7) the payment of management, consulting, monitoring and advisory
fees to Francisco Partners or any of its Affiliates made pursuant to any
financial advisory, financing, underwriting or placement agreement or in
respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures, in an amount
not to exceed $2.0 million in any calendar year and any related
out-of-pocket expenses;
	 
	 	     (8) payments to General Electric, Global Acquisition Company or
their Affiliates made in accordance with the Tax Matters Agreement, the
Transition Services Agreement or the Employee Lease Agreement;
	 
	 	     (9) transactions with customers, suppliers, contractors, joint
venture partners or purchasers or sellers of goods or services, in each
case which are in the ordinary course of business and consistent with
industry practice (including, without limitation, pursuant to joint
venture agreements) and otherwise in compliance with the terms of this
Indenture, and which are fair to the Company or its Restricted
Subsidiaries, as applicable, in the reasonable determination



58






 





		
	 	of the Board of Directors and are on terms no less favorable as
might reasonably have been obtained at such time from an unaffiliated
party;
	 
	 	     (10) transactions with General Electric Company and its Affiliates
pursuant to agreements in existence on the date of this Indenture, as
such agreements may thereafter be amended, modified or extended on terms
no less favorable to the Company or any of its Subsidiaries than those
terms in effect on the date of this Indenture;
	 
	 	     (11) payment of fees and expenses payable to Francisco Partners in
connection with the recapitalization in an aggregate amount not to exceed
$20.0 million;
	 
	 	     (12) sales of Equity Interests, other than Disqualified Stock, of
the Company to Affiliates of the Company;
	 
	 	     (13) any transaction effected in connection with a Receivables
Facility permitted under Section 4.09 hereof;
	 
	 	     (14) payments to Francisco Partners to reimburse it for reasonable
and documented fees and expenses paid by Francisco Partners to
non-Affiliate third parties in connection with the recapitalization in an
amount not to exceed $5 million; or
	 
	 	     (15) any transaction permitted by clause (5) of the second paragraph
under Section 4.07 hereof or by clause (13) of the definition of
Permitted Debt set forth under Section 4.09 hereof.



Section 4.12 Liens.


     The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind securing Indebtedness or trade payables on any asset now owned or
hereafter acquired, except Permitted Liens.


Section 4.13 Business Activities.


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


Section 4.14 Corporate Existence.


     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:



		
	 	     (1) its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time)
of the Company or any such Subsidiary; and
	 
	 	     (2) the rights (charter and statutory), licenses and franchises of
the Company and its Subsidiaries; provided, however, that the Company
shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries, taken as a whole, and that
the loss thereof is not adverse in any material respect to the Holders of
the Notes.



59






 


Section 4.15 Offer to Repurchase Upon Change of Control.


     (a)  Upon the occurrence of a Change of Control, the Company will make an
offer (a “Change of Control Offer") to each Holder to repurchase all or any
part (in a minimum aggregate principal amount of $1,000 or an integral multiple
of $1,000) of each Holder’s Notes at a purchase price in cash equal to 101% of
the aggregate principal amount of the Notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, on the Notes repurchased to the date
of purchase (the “Change of Control Payment"). Within 10 days following any
Change of Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:



		
	 	     (1) that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes tendered will be accepted for payment;
	 
	 	     (2) the purchase price and the purchase date, which date shall be no
earlier than 30 days and no later than 60 days after the date on which
such notice is mailed (the “Change of Control Payment Date");
	 
	 	     (3) that any Note not tendered will continue to accrue interest;
	 
	 	     (4) that, unless the Company defaults in the payment of the Change
of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of
Control Payment Date;
	 
	 	     (5) that Holders electing to have any Notes purchased pursuant to a
Change of Control Offer will be required to surrender the Notes, with the
form entitled “Option of Holder to Elect Purchase” on the reverse of the
Notes completed, to the Paying Agent at the address specified in the
notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date;
	 
	 	     (6) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram,
telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and
	 
	 	     (7) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to
$1,000 in principal amount or an integral multiple thereof.



     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such conflict.


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



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



60






 








		
	 	     (2) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions of Notes properly
tendered; and
	 
	 	     (3) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions of Notes being purchased
by the Company.



     The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a minimum
aggregate principal amount of $1,000 or an integral multiple thereof. If the
Change of Control Payment Date is on or after an interest record date and on or
before the related interest payment date, accrued and unpaid interest, if any,
will be paid to the Holder in whose name a note is registered at the close of
business on such record date, and no additional interest will be payable to the
holders who tender pursuant to the Change of Control Offer.


     Prior to complying with any of the provisions of this Section 4.15, but in
any event within 30 days following a Change of Control, the Company shall
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.15. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.


     (c)  Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer.


Section 4.16 No Senior Subordinated Debt.


     The Company will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate
or junior in right of payment to the Senior Debt of such Guarantor and senior
in any respect in right of payment to such Guarantor’s Subsidiary Guarantee.


Section 4.17 Payments for Consent.


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


Section 4.18 Additional Subsidiary Guarantees.


     If the Company or any of its Subsidiaries acquires or creates another
Domestic Subsidiary after the date of this Indenture, excluding all
Subsidiaries that have been properly designated as Unrestricted Subsidiaries in
accordance with this Indenture for so long as they continue to constitute
Unrestricted

61






 




Subsidiaries, then that newly acquired or created Domestic Subsidiary will
become a Guarantor and execute a supplemental indenture and deliver an Opinion
of Counsel satisfactory to the Trustee within ten business days of the date on
which it was acquired or created.


Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.


     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary, if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary properly so designated will
be deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under the first paragraph
of Section 4.07 hereof or Permitted Investments, as determined by the Company.
Such a designation will only be permitted if the Investment would be permitted
at that time and if the Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. The Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.


Section 4.20 Limitation on Sale and Leaseback Transactions.


     The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale/Leaseback Transaction; provided that the
Company or any Restricted Subsidiary may enter into a Sale/Leaseback
transaction if:



		
	 	     (1) the Company or that Restricted Subsidiary, as applicable, could
have incurred Indebtedness in an amount equal to the Attributable Debt
relating to such Sale/Leaseback Transaction in compliance with Section
4.09 hereof;
	 
	 	     (2) the gross cash proceeds of the Sale/Leaseback Transaction are at
least equal to the fair market value (in the case of gross cash proceeds
in excess of $5.0 million, as determined in good faith by the Board of
Directors and set forth in the Officers’ Certificate delivered to the
Trustee), of the property that is the subject of that Sale/Leaseback
Transaction; and
	 
	 	     (3) the transfer of assets in that Sale/Leaseback Transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with Section 4.10 hereof.



Section 4.21 Limitation on Issuances and Sales of Equity Interests in Wholly Owned Restricted Subsidiaries.


     The Company will not, and will not permit any of its Subsidiaries to,
transfer, convey, sell, lease or otherwise dispose of any Equity Interests in
any Wholly Owned Restricted Subsidiary of the Company to any Person (other than
the Company or another Wholly Owned Restricted Subsidiary of the Company),
unless:



		
	 	     (1) as a result of such transfer, conveyance, sale, lease or other
disposition or as a result of such issuance described below, such
Restricted Subsidiary no longer constitutes a Subsidiary; and
	 
	 	     (2) the cash Net Proceeds from such transfer, conveyance, sale,
lease or other disposition are applied in accordance with Section 4.10
hereof.



     In addition, the Company will not permit any of its Wholly Owned
Restricted Subsidiaries to issue any Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors’

62






 



qualifying shares) to any Person other than to the Company or a Wholly
Owned Restricted Subsidiary of the Company unless the terms of clauses (1) and
(2) above are satisfied.




ARTICLE 5.



SUCCESSORS



Section 5.01 Merger, Consolidation, or Sale of Assets.


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



		
	 	     (1) either: (a) the Company is the surviving corporation; or (b) the
Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, conveyance
or other disposition has been made is a corporation organized or existing
under the laws of the United States, any state of the United States or
the District of Columbia;
	 
	 	     (2) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance or other disposition has been made
assumes all the obligations of the Company under the Notes, this
Indenture and the Registration Rights Agreement, to the extent still
applicable, pursuant to a supplemental indenture or other agreements
reasonably satisfactory to the Trustee;
	 
	 	     (3) immediately after giving effect to such transaction (and
treating any Indebtedness which becomes an obligation of the Company or
any successor entity or any Restricted Subsidiary as a result of such
transaction as having been incurred by the Company, such successor entity
or such Restricted Subsidiary at the time of such transaction) no Default
or Event of Default exists;
	 
	 	     (4) the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such
sale, assignment, transfer, conveyance or other disposition has been
made shall, on the date of such transaction after giving pro forma effect
thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, be
permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Consolidated Coverage Ratio test set forth in the first paragraph of
Section 4.09; and
	 
	 	     (5) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture, if
any, comply with this Indenture.



     In addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not prohibit (i) any
sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company and any of its Wholly Owned Restricted Subsidiaries, (ii)
any Restricted Subsidiary from consolidating with, merging into or transferring
all or part of its assets to the Company or any other Restricted Subsidiary, or
(iii) the Company from merging with an Affiliate incorporated solely for the
purpose of reincorporating the Company in another jurisdiction to realize tax
or other benefits.


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     In the event of any transaction (other than a lease) described in and
complying with the conditions listed in the immediately preceding paragraph in
which the Company is not the surviving Person and the surviving Person is to
assume all the obligations of the Company under the Notes and this Indenture
pursuant to a supplemental indenture, such surviving Person shall succeed to,
and be substituted for, and may exercise every right and power of, the Company,
and the Company would be discharged from its obligations under this Indenture
and the Notes.


     The Company will not permit any Guarantor to consolidate with or merge
with or into, or convey, transfer or lease all or substantially all of its
assets to any Person unless:



		
	 	     (1) the resulting, surviving or transferee Person will be a
corporation, partnership or limited liability company organized and
existing under the laws of the United States of America, any State
thereof or the District of Columbia, and such Person (if not such
Guarantor) will expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of such Guarantor under its Subsidiary Guarantee;
	 
	 	     (2) immediately after giving effect to such transaction (and
treating any Indebtedness which becomes an obligation of the resulting,
surviving or transferee Person as a result of such transaction as having
been incurred by such Person at the time of such transaction), no Default
or Event of Default shall have occurred and be continuing; and
	 
	 	     (3) the Company will have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture, if
any, comply with this Indenture;



provided, however, that the foregoing shall not apply to any such consolidation
or merger with or into, or conveyance, transfer or lease to, any Person if the
resulting, surviving or transferee Person will not be a Subsidiary of the
Company and the other terms of this Indenture, including Section 4.10 hereof,
are complied with.


Section 5.02 Successor Corporation Substituted.


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


64






 


ARTICLE 6.


DEFAULTS AND REMEDIES


Section 6.01 Events of Default.


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



		
	 	     (1) the Company defaults for 30 days in the payment when due of
interest on, or Liquidated Damages with respect to, the Notes whether or
not prohibited by the subordination provisions of this Indenture;
	 
	 	     (2) the Company defaults in payment when due of the principal of, or
premium, if any, on the Notes, whether or not prohibited by the
subordination provisions of this Indenture;
	 
	 	     (3) failure by the Company or any of its Restricted Subsidiaries to
comply with the provisions of Section 4.15 or Section 5.01 hereof;
	 
	 	     (4) failure by the Company or any of its Restricted Subsidiaries for
30 days after notice from the Trustee or Holders of at least 25% in
aggregate principal amount of the outstanding Notes to comply with the
provisions of Section 4.07, 4.09 or 4.10 hereof;
	 
	 	     (5) failure by the Company or any of its Restricted Subsidiaries for
60 days after notice from the Trustee or Holders of at least 25% in
aggregate principal amount of the outstanding Notes to comply with any of
the other agreements in this Indenture;
	 
	 	     (6) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness of the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or guarantee now exists, or is
created after the date of this Indenture, if that default:




		
	 	     (A) is caused by a failure to pay principal of or liquidation
preference of such Indebtedness at the final stated maturity
thereof (giving effect to any applicable grace periods and any
extensions thereof) (a “Payment Default”); or
	 
	 	     (B) results in the acceleration of such Indebtedness prior to
its express maturity,




		
	 	and, in each case, if the principal amount of such Indebtedness aggregates
$10.0 million or more;




		
	 	     (7) failure by the Company or any of its Restricted Subsidiaries to
pay final judgments aggregating in excess of $10.0 million not covered by
insurance, which judgments are not paid, vacated, discharged, bonded or
stayed for a period of 60 days;
	 
	 	     (8) so long as GECC Beneficially Owns Notes, failure by the Company
or any Guarantor for 30 days after notice from GECC to comply with any of
the covenants set forth in Article III of the Inducement Agreement;
	 
	 	     (9) the Company or any of its Significant Subsidiaries pursuant to
or within the meaning of Bankruptcy Law:




		
	 	     (a) commences a voluntary case;



65






 





		
	 	     (b) consents to the entry of an order for relief against it in
an involuntary case;
	 
	 	     (c) consents to the appointment of a custodian of it or for
all or substantially all of its property;
	 
	 	     (d) makes a general assignment for the benefit of its
creditors; or
	 
	 	     (e) generally is not paying its debts as they become due; or




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




		
	 	     (a) is for relief against the Company or any of its
Significant Subsidiaries in an involuntary case;
	 
	 	     (b) appoints a custodian of the Company or any of its
Significant Subsidiaries or for all or substantially all of the
property of the Company or any of its Restricted Subsidiaries; or
	 
	 	     (c) orders the liquidation of the Company or any of its
Restricted Subsidiaries;
	 
	 	and the order or decree remains unstayed and in effect for 60
consecutive days; or




		
	 	     (11) except as permitted by this Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid
or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Subsidiary Guarantee.



Section 6.02 Acceleration.


     In the case of an Event of Default specified in clauses (9) or (10) of
Section 6.01 hereof, with respect to the Company or a Significant Subsidiary,
all outstanding Notes will become due and payable immediately without further
action or notice. If any other Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.


     In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (6) of Section 6.01, the declaration of
acceleration of the Notes shall be automatically annulled if the Holders of any
Indebtedness described in clause (6) of Section 6.01 have rescinded the
declaration of acceleration in respect of the Indebtedness within 30 days of
the date of the declaration and if:



		
	 	     (1) the annulment of the acceleration of Notes would not conflict
with any judgment or decree of a court of competent jurisdiction; and
	 
	 	     (2) all existing Events of Default, except nonpayment of principal
or interest on the Notes that became due solely because of the
acceleration of the Notes, have been cured or waived.



     Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified
in clauses (9) or (10) of Section 6.01

66






 



hereof occurs with respect to the Company or any of its Restricted
Subsidiaries, all outstanding Notes shall be due and payable immediately
without further action or notice. The Holders of a majority in aggregate
principal amount of the then outstanding Notes by written notice to the Trustee
may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.


     If an Event of Default occurs on or after September 27, 2006 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to September 27,
2006 by reason of any willful action (or inaction) taken (or not taken) by or
on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable, to the extent permitted by law, in an amount, for each of the years
beginning on September 27 of the years set forth below, as set forth below
(expressed as a percentage of the Par Value Rate times the principal amount of
the Notes on the date of payment that would otherwise be due but for the
provisions of this sentence):



	 	 	 	 	 
	Year	 	Percentage
		 	
	2002
	 	 	100.000	%
	
	
	
	

	2003
	 	 	87.500	%
	
	
	
	

	2004
	 	 	75.000	%
	
	
	
	

	2005
	 	 	62.500	%



Section 6.03 Other Remedies.


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


     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy
is exclusive of any other remedy. All remedies are cumulative to the extent
permitted by law.


Section 6.04 Waiver of Past Defaults.


     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (including in connection with an offer to purchase);
provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


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Section 6.05 Control by Majority.


     Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.


Section 6.06 Limitation on Suits.


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



		
	 	     (1) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;
	 
	 	     (2) the Holders of at least 25% in aggregate principal amount of the
then outstanding Notes make a written request to the Trustee to pursue
the remedy;
	 
	 	     (3) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;
	 
	 	     (4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the
provision of indemnity; and
	 
	 	     (5) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.



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


Section 6.07 Rights of Holders of Notes to Receive Payment.


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


Section 6.08 Collection Suit by Trustee.


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


Section 6.09 Trustee May File Proofs of Claim.


     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor

68






 




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


Section 6.10 Priorities.


     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:



		
	 	     First: to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the
costs and expenses of collection;
	 
	 	     Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium and Liquidated Damages, if any, and interest,
ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium and
Liquidated Damages, if any and interest, respectively; and
	 
	 	     Third: to the Company or to such party as a court of competent
jurisdiction shall direct.



     The Trustee may, upon prior written notice to the Company, fix a record
date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10.


Section 6.11 Undertaking for Costs.


     In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than
25% in principal amount of the then outstanding Notes.


69






 


ARTICLE 7.



TRUSTEE




Section 7.01 Duties of Trustee.


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


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



		
	 	     (1) the duties of the Trustee will be determined solely by the
express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and
	 
	 	     (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee will examine the certificates and
opinions to determine whether or not they conform to the requirements of
this Indenture.



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



		
	 	     (1) this paragraph does not limit the effect of paragraph (b) of
this Section 7.01;
	 
	 	     (2) the Trustee will not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and
	 
	 	     (3) the Trustee will not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.



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


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


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


Section 7.02 Rights of Trustee.


     (a) The Trustee may conclusively rely upon any document reasonably
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.


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     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel; provided, however, such
counsel was selected with due care. The Trustee may consult with counsel and
the written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


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


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


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


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


Section 7.03 Individual Rights of Trustee.


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


Section 7.04 Trustee’s Disclaimer.


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


Section 7.05 Notice of Defaults.


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


Section 7.06 Reports by Trustee to Holders of the Notes.


     (a)  Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a

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brief report dated as of such reporting date that complies with TIA §
313(a) (but if no event described in TIA § 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted).
The Trustee also will comply with TIA § 313(b)(2). The Trustee will also
transmit by mail all reports as required by TIA § 313(c).


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


Section 7.07 Compensation and Indemnity.


     (a)  The Company will pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as
agreed by the Company and the Trustee. The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust. The
Company will reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


     (b)  The Company and the Guarantor will indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or
any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder.
The Company or such Guarantor will defend the claim and the Trustee will
cooperate in the defense. The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel. Neither the
Company nor any Guarantor need pay for any settlement made without its consent,
which consent will not be unreasonably withheld.


     (c)  The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.


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


     (e)  When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.


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


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Section 7.08 Replacement of Trustee.


     (a)  A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.


     (b)  The Trustee may resign, upon 30 days written notice to the Company, in
writing at any time and be discharged from the trust hereby created by so
notifying the Company. The Holders of a majority in principal amount of the
then outstanding Notes may remove the Trustee by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if:



		
	 	     (1) the Trustee fails to comply with Section 7.10 hereof;
	 
	 	     (2) the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy
Law;
	 
	 	     (3) a custodian or public officer takes charge of the Trustee or its
property; or
	 
	 	     (4) the Trustee becomes incapable of acting.



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


     (d)  If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 25% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


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


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


Section 7.09 Successor Trustee by Merger, etc.


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


Section 7.10 Eligibility; Disqualification.


     There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws

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to exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and
surplus of at least $100 million as set forth in its most recent published
annual report of condition.


     This Indenture will always have 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 Claims Against Company.


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




ARTICLE 8.


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.


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


Section 8.02 Legal Defeasance and Discharge.


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



		
	 	     (1) the rights of Holders of outstanding Notes to receive payments
in respect of the principal of, or interest or premium and Liquidated
Damages, if any, on such Notes when such payments are due from the trust
referred to in Section 8.04 hereof;
	 
	 	     (2) the Company’s obligations with respect to such Notes under
Article 2 and Section 4.02 hereof;
	 
	 	     (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s and the Guarantors’ obligations in connection
therewith; and
	 
	 	     (4) the provisions of this Article 8 relating to Legal Defeasance.



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


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Section 8.03 Covenant Defeasance.


     Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18,
4.19, 4.20 and 4.21 hereof and clause (4) of the first paragraph of Section
5.01 hereof and the first sentence of the second paragraph of Section 5.01
hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes and Subsidiary Guarantees, the Company
and the Guarantors may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
and Subsidiary Guarantees will be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3) through 6.01(5) hereof will not
constitute Events of Default.


Section 8.04 Conditions to Legal or Covenant Defeasance.


     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:



		
	 	     (1) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium
and Liquidated Damages, if any, and interest on the outstanding Notes on
the stated date for payment thereof or on the applicable redemption date,
as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date;
	 
	 	     (2) in the case of an election under Section 8.02 hereof, the
Company has delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that:




		
	 	     (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling; or
	 
	 	     (B) since the date of this Indenture, there has been a change
in the applicable federal income tax law,
	 
	 	in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Legal
Defeasance had not occurred;



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	 	     (3) in the case of an election under Section 8.03 hereof, the
Company must deliver to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders
of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;
	 
	 	     (4) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such
deposit);
	 
	 	     (5) such Legal Defeasance or Covenant Defeasance will not result in
a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company
or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound;
	 
	 	     (6) the Company must deliver to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Notes over the other creditors of the Company
with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company or others; and
	 
	 	     (7) the Company must deliver to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent
provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.



     Notwithstanding the foregoing, the Opinion of Counsel required by clause
(7) above need not be delivered if all Notes not therefore delivered to the
Trustee for cancellation (i) have become due and payable or (ii) will become
due and payable on their maturity date within one year under arrangements
satisfactory to the Trustee for the giving of notice of assumption by the
Trustee in the name, and at the expense, of the Company.


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


     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
“Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds
except to the extent required by law.


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


     Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee

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(which may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.


Section 8.06 Repayment to Company.


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


Section 8.07 Reinstatement.


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




ARTICLE 9.


AMENDMENT, SUPPLEMENT AND WAIVER



Section 9.01 Without Consent of Holders of Notes.


     Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:



		
	 	     (1) to cure any ambiguity, defect or inconsistency;
	 
	 	     (2) to provide for uncertificated Notes in addition to or in place
of certificated Notes;
	 
	 	     (3) to provide for the assumption of the Company’s obligations to
Holders of Notes in the case of a merger or consolidation or sale of all
or substantially all of the Company’s assets;
	 
	 	     (4) to make any change that would provide any additional rights or
benefits to the Holders of Notes or that would not adversely affect the
legal rights under this Indenture of any such Holder;



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	 	     (5) to comply with requirements of the Commission in order to effect
or maintain the qualification of this Indenture under the TIA;
	 
	 	     (6) to provide for the issuance of PIK Notes in accordance with the
limitations set forth in this Indenture and the Notes; or
	 
	 	     (7) to allow any Guarantor to execute a supplemental indenture
and/or a Subsidiary Guarantee with respect to the Notes.



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


Section 9.02 With Consent of Holders of Notes.


     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a purchase of or a tender offer or exchange offer for the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
compliance with any provision of this Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including, without limitation, Additional Notes, if any
voting as a single class (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08
hereof shall determine which Notes are considered to be “outstanding” for
purposes of this Section 9.02.


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


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


     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of 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 of the Notes then outstanding voting
as a single class (including, without limitation, Additional Notes, if any) may
waive compliance in a particular instance by the Company with any provision of
this Indenture

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



		
	 	     (1) reduce the principal amount of Notes whose Holders must consent
to an amendment, supplement or waiver;
	 
	 	     (2) reduce the principal of or change the stated maturity of any
Note or alter or waive any of the provisions with respect to the stated
redemption of the Notes;
	 
	 	     (3) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;
	 
	 	     (4) waive a Default or Event of Default in the payment of principal
of or premium or Liquidated Damages, if any, or interest on the Notes
(except a rescission of acceleration of the Notes by the Holders of a
majority in aggregate principal amount of the then outstanding Notes and
a waiver of the payment default that resulted from such acceleration);
	 
	 	     (5) make any Note payable in money other than that stated in the
Indenture;
	 
	 	     (6) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest or premium or Liquidated Damages,
if any, on the Notes;
	 
	 	     (7) waive a redemption payment with respect to any Note other than a
payment required by Sections 3.09, 4.10 and 4.15 hereof; or
	 
	 	     (8) make any change in the preceding amendment and waiver
provisions;



     In addition, any amendment to, or waiver of, the provisions of this
Indenture relating to (i) subordination that adversely affects the rights of
the Holders of the Notes or (ii) the release of any Guarantor from any of its
obligations under its Subsidiary Guarantee or this Indenture, except in
accordance with the terms of this Indenture, will require the consent of the
Holders of at least 75% in aggregate principal amount of Notes then
outstanding.


     Notwithstanding the provisions of Section 9.01 hereof and this Section
9.02, no amendment may be made to the subordination provisions of this
Indenture that adversely affect the rights of any Holder of Senior Debt then
outstanding unless the Holders of such Senior Debt (or a group or
representative thereof authorized to give a consent) consent to such a change.


Section 9.03 Compliance with Trust Indenture Act.


     Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.


Section 9.04 Revocation and Effect of Consents.


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


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Section 9.05 Notation on or Exchange of Notes.


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


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


Section 9.06 Trustee to Sign Amendments, etc.


     The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The
Company may not sign an amendment or supplemental Indenture until the Board of
Directors approves it. In executing any amended or supplemental indenture, the
Trustee will be entitled to receive and (subject to Section 7.01 hereof) will
be fully protected in relying upon, in addition to the documents required by
Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental Indenture is
authorized or permitted by this Indenture.




ARTICLE 10.



SUBORDINATION



Section 10.01 Agreement to Subordinate.


     The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full in cash of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.


Section 10.02 Liquidation; Dissolution; Bankruptcy.


     Upon any distribution to creditors of the Company or a Guarantor in a
liquidation or dissolution of the Company or a Guarantor, as applicable, or in
a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or a Guarantor or their property, in an assignment for
the benefit of creditors or any marshaling of the Company’s or a Guarantor’s
assets and liabilities:



		
	 	     (1) holders of Senior Debt will be entitled to receive payment in
full in cash of all Obligations due in respect of such Senior Debt
(including interest after the commencement of any bankruptcy proceeding
at the rate specified in the applicable Senior Debt whether or not
allowed as a claim in any such proceeding) before the Holders of Notes
will be entitled to receive any payment with respect to the Notes
including, without limitation, payments on account of a purchase or
redemption of the Notes by the Company in connection with an Asset Sale
Offer, a Change of Control Offer or by a Guarantor under its Subsidiary
Guarantee (except that Holders of Notes may receive and retain Permitted
Junior Securities and payments made from any defeasance trust created
pursuant to Section 8.01 hereof); and
	 
	 	     (2) until all Obligations with respect to Senior Debt (as provided
in clause (1) above) are paid in full in cash, any distribution to which
Holders would be entitled but for this Article 10 will be made to holders
of Senior Debt (except that Holders of Notes may receive and retain



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	 	Permitted Junior Securities and payments made from any defeasance
trust created pursuant to Section 8.01 hereof), as their interests may
appear.



Section 10.03 Default on Designated Senior Debt.


     (a)  Neither the Company nor any Guarantor may make any payment or
distribution to the Trustee or any Holder in respect of Obligations with
respect to the Notes and may not acquire from the Trustee or any Holder any
Notes for cash or property (other than Permitted Junior Securities and payments
made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full in cash if:



		
	 	     (1) a payment default on Designated Senior Debt occurs and is
continuing; or
	 
	 	     (2) any other default occurs and is continuing on any series of
Designated Senior Debt that permits holders of that series of Designated
Senior Debt to accelerate its maturity and the Trustee receives a notice
of such default (a “Payment Blockage Notice”) from the holders of any
Designated Senior Debt or their representative. If the Trustee receives
any such Payment Blockage Notice, no subsequent Payment Blockage Notice
will be effective for purposes of this Section unless and until (A) at
least 360 days have elapsed since the delivery of the immediately prior
Payment Blockage Notice and (B) all scheduled payments of principal,
premium and Liquidated Damages, if any, and interest on the Notes that
have come due have been paid in full.



     No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has been
cured or waived for a period of not less than 90 days.


     (b)  The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:



		
	 	     (1) in the case of a payment default, upon the date upon which such
default is cured or waived, or
	 
	 	     (2) in the case of a nonpayment default, upon the earliest of (i)
the date on which such nonpayment default is cured or waived, (ii) 179
days after the date on which the applicable Payment Blockage Notice is
received and (iii) the date on which the Trustee receives notice from or
on behalf of the holders of Designated Senior Notes to terminate the
applicable Payment Blockage Notice, unless the maturity of any Designated
Senior Debt has been accelerated,



if this Article 10 otherwise permits the payment, distribution or acquisition
at the time of such payment or acquisition.


Section 10.04 Acceleration of Notes.


     If payment of the Notes is accelerated because of an Event of Default, the
Company will promptly notify holders of Senior Debt of the acceleration.


Section 10.05 When Distribution Must Be Paid Over.


     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) at a time when such payment is prohibited by Section 10.03 hereof, such
payment will be held by the Trustee or such Holder, in trust for the benefit
of, and will be paid forthwith over and delivered, upon written request, to,
the holders of Senior Debt as their interests may appear or

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their Representative under the agreement, indenture or other document (if
any) pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.


     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.


Section 10.06 Notice by Company.


     The Company will promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such
notice will not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.


Section 10.07 Subrogation.


     After all Senior Debt is paid in full in cash and until the Notes are paid
in full, Holders of Notes will be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of
Senior Debt to receive distributions applicable to Senior Debt to the extent
that distributions otherwise payable to the Holders of Notes have been applied
to the payment of Senior Debt. A distribution made under this Article 10 to
holders of Senior Debt that otherwise would have been made to Holders of Notes
is not, as between the Company and Holders, a payment by the Company on the
Notes.


Section 10.08 Relative Rights.


     This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture will:



		
	 	     (1) impair, as between the Company and Holders of Notes, the
obligation of the Company, which is absolute and unconditional, to pay
principal of, premium and interest and Liquidated Damages, if any, on the
Notes in accordance with their terms;
	 
	 	     (2) affect the relative rights of Holders of Notes and creditors of
the Company other than their rights in relation to holders of Senior
Debt; or
	 
	 	     (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the
rights of holders and owners of Senior Debt to receive distributions and
payments otherwise payable to Holders of Notes;



     provided, however, that all Senior Debt then due and payable or thereafter
declared to be due and payable shall first be paid in full before the Holders
or the Trustee are entitled to receive any direct or indirect payment from the
Company of Obligations with respect to the Notes.


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     If the Company fails because of this Article 10 to pay principal of,
premium or interest or Liquidated Damages, if any, on a Note on the due date,
the failure is still a Default or Event of Default.


Section 10.09 Subordination May Not Be Impaired by Company.


     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes may be impaired by any act or failure to
act by the Company, any Guarantor or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.


Section 10.10 Distribution or Notice to Representative.


     Whenever a distribution is to be made or a notice given to or by holders
of Senior Debt, the distribution may be made and the notice given to or by
their Representative.


     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes will be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon
any certificate of such Representative or of the liquidating trustee or agent
or other Person making any distribution to the Trustee or to the Holders of
Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
10.


Section 10.11 Rights of Trustee and Paying Agent.


     Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee will not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate
Trust Office at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with
respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 will impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07
hereof.


     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Paying Agent
may do the same with like rights.


Section 10.12 Authorization to Effect Subordination.


     Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and
directs the Trustee on such Holder’s behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.


Section 10.13 Amendments.


     Notwithstanding any provisions hereof which could be construed to the
contrary, the provisions of this Article 10 may not be amended or modified
without the written consent of such holders of Senior Debt as are required
under the agreement, indenture or other document (if any) governing such Senior
Debt. In addition, any amendment to, or waiver of, the provisions of this
Article 10 that adversely affects

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the rights of the Holders of the Notes will require the consent of the
Holders of at least 75% in aggregate principal amount of Notes then
outstanding.


Section 10.14 Reinstatement.


     To the extent any payment of Senior Debt (whether by or on behalf of the
Company or any Guarantor, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy,
liquidating trustee or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred. To the extent the obligation
to repay any Senior Debt is declared to be fraudulent, invalid, or otherwise
set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance
or similar law, then the obligation so declared fraudulent, invalid or
otherwise set aside (and all other amounts that would come due with respect
thereto had such obligation not been so affected) shall be deemed to be
reinstated and outstanding as Senior Debt for all purposes hereof as if such
declaration, invalidity or setting aside had not occurred.


Section 10.15 No Waiver of Subordination Provisions.


     Without in any way limiting the generality of Section 10.09, such holders
of Senior Debt as are required or permitted under the agreement, indenture or
other document (if any) governing such Senior Debt, may, at any time and from
time to time, without the consent of or notice to the Trustee or the Holders,
without incurring responsibility to the Holders and without impairing or
releasing the subordination provided in this Article 10 or the obligations
hereunder of the Holders to the holders of Senior Debt, do any one or more of
the following: (a) change the manner, place or terms of payment or extend the
time of payment, or renew or alter, Senior Debt or any instrument evidencing
the same or any agreement under which Senior Debt is outstanding or secured;
(b) sell, exchange or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (c) release any Person liable in any manner for
the collection of Senior Debt and (d) exercise or refrain from exercising any
rights against the Company, any Guarantor and any other Person.




ARTICLE 11.


NOTE GUARANTEES



Section 11.01 Guarantee.


     (a)  Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:



		
	 	     (1) the principal of, premium and Liquidated Damages, if any, and
interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all
in accordance with the terms hereof and thereof; and
	 
	 	     (2) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid
in full when due or performed in



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	 	accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.



     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.


     (b)  Subject to Section 11.02, the Guarantors hereby agree that their
obligations hereunder are full and unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this Subsidiary
Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.


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


     (d)  Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6
hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.


Section 11.02 Limitation on Guarantor Liability.


     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
this Article 11, result in the obligations of such Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.


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Section 11.03 Execution and Delivery of Subsidiary Guarantee.


     To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers.


     Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.


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


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


     In the event that the Company creates or acquires any Domestic Subsidiary
after the date of this Indenture, if required by Section 4.18 hereof, the
Company will cause such Domestic Subsidiary to comply with the provisions of
Section 4.18 hereof and this Article 11, to the extent applicable.


Section 11.04 Guarantors May Consolidate, etc., on Certain Terms.


     Except as otherwise provided in Section 11.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:



		
	 	     (1) immediately after giving effect to such transaction, no Default
or Event of Default exists; and
	 
	 	     (2) if the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation
or merger is a Restricted Subsidiary immediately following such
transaction, such Person assumes all the obligations of that Guarantor
under this Indenture, its Subsidiary Guarantee and the Registration
Rights Agreement pursuant to a supplemental indenture satisfactory to the
Trustee.



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


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


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Section 11.05 Releases Following Sale of Assets.


     In the event of any sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise,
or a sale or other disposition of all of the Capital Stock of any Guarantor, in
each case to a Person that is not (either before or after giving effect to such
transactions) a Restricted Subsidiary of the Company, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee; provided that the
Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an
Officers’ Certificate and an Opinion of Counsel to the effect that such sale or
other disposition, merger or consolidation was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee will execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under
its Subsidiary Guarantee.


     Any Guarantor not released from its obligations under its Subsidiary
Guarantee will remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 11.


Section 11.06 Subordination of Subsidiary Guarantee.


     The Obligations of each Guarantor under its Subsidiary Guarantee pursuant
to this Article 11 will be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee
and the Holders will have the right to receive and/or retain payments by any of
the Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.


Section 11.07 Release Following Designation as an Unrestricted Subsidiary.


     In the event the Company designates any Guarantor as an Unrestricted
Subsidiary in accordance with Section 4.19, the Obligations of such Guarantor
under its Subsidiary Guarantee pursuant to this Article 11 shall be released.




ARTICLE 12.


SATISFACTION AND DISCHARGE



Section 12.01 Satisfaction and Discharge.


     This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:



		
	 	     (1) either:




		
	 	     (a) all Notes that have been authenticated (except lost,
stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company) have been delivered to the
Trustee for cancellation; or
	 
	 	     (b) all Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the making of
a notice of redemption or



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	 	otherwise or will become due and payable within one year and
the Company or any Guarantor has irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as
will be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire indebtedness on the Notes
not delivered to the Trustee for cancellation for principal,
premium and Liquidated Damages, if any, and accrued interest to the
date of maturity or redemption;




		
	 	     (2) no Default or Event of Default has occurred and is continuing on
the date of such deposit or will occur as a result of such deposit and
such deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Company or any Guarantor
is a party or by which the Company or any Guarantor is bound;
	 
	 	     (3) the Company or any Guarantor has paid or caused to be paid all
sums payable by it under this Indenture; and
	 
	 	     (4) the Company has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the
payment of the Notes at maturity or the redemption date, as the case may
be.



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


     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the provisions of Section 12.02 and Section 8.06 will survive.
In addition, nothing in this Section 12.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.


Section 12.02 Application of Trust Money.


     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.


     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.


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ARTICLE 13.



MISCELLANEOUS


Section 13.01 Trust Indenture Act Controls.


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


Section 13.02 Notices.


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


     If to the Company and/or any Guarantor:




	 	GXS Corporation

100 Edison Park Drive

Gaithersburg, MD 20878

Telecopier No.: (301) 340-5840

Attention: General Counsel




	 	With a copy to:




	 	Jones, Day, Reavis & Pogue

901 Lakeside Avenue

Cleveland, Ohio 44114

Telecopier No.: (216) 579-0212

Attention: Christopher M. Kelly, Esq.




	 	If to the Trustee:




	 	Wells Fargo Bank Minnesota, N.A.

213 Court Street, Suite 703

Middletown, CT 06457

Telecopier No. (860) 704-6219

Attention: Corporate Trust Services



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


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


     Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication will also be so
mailed

89






 




to any Person described in TIA § 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
will not affect its sufficiency with respect to other Holders.


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


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


Section 13.03 Communication by Holders of Notes with Other Holders of Notes.


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


Section 13.04 Certificate and Opinion as to Conditions Precedent.


     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:



		
	 	     (1) an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth
in Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied; and
	 
	 	     (2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth
in Section 13.05 hereof) stating that, in the opinion of such counsel,
all such conditions precedent and covenants have been satisfied.



Section 13.05 Statements Required in Certificate or Opinion.


     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e)
and must include:



		
	 	     (1) a statement that the Person making such certificate or opinion
has read such covenant or condition;
	 
	 	     (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
	 
	 	     (3) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or
condition has been satisfied; and
	 
	 	     (4) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied; provided that an Opinion
of Counsel can rely as to matters of fact on an Officers’ Certificate or
a certificate of a public official.



90






 


Section 13.06 Rules by Trustee and Agents.


     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Trustee shall provide the Company reasonable notice of such
rules. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.


Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.


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


Section 13.08 Governing Law.


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


Section 13.09 No Adverse Interpretation of Other Agreements.


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


Section 13.10 Successors.


     All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.05.


Section 13.11 Severability.


     In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.


Section 13.12 Counterpart Originals.


     The parties may sign any number of copies or counterparts of this
Indenture. Each signed copy or counterpart will be an original, but all of
them together represent the same agreement.


Section 13.13 Table of Contents, Headings, etc.


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


91






 


SIGNATURES




	 	 	 
	Dated as of September 27, 2002	 	 
	 
	 	 	
GXS CORPORATION
	 
	 	 	
By: /s/ Jean-Jacques Charhon



Name:  Jean-Jacques Charhon

Title:    Senior Vice President, Chief Financial

          Officer and Treasurer
	 
	 	 	
GE INFORMATION SERVICES, INC.
	 
	 	 	
By: /s/ Jean-Jacques Charhon



Name:  Jean-Jacques Charhon

Title:    Senior Vice President, Chief Financial

          Officer and Treasurer
	 
	 	 	
GEIS HOLDINGS, INC.
	 
	 	 	
By: /s/ Jean-Jacques Charhon



Name:  Jean-Jacques Charhon

Title:    President
	 
	 	 	
GEIS INTERNATIONAL, INC.
	 
	 	 	
By: /s/ Bruce E. Hunter



Name:  Bruce E. Hunter

Title:    Secretary/Attorney in Fact
	 
	 	 	
TPN REGISTER, L.L.C.
	 
	 	 	
By: /s/ Jean-Jacques Charhon



Name:  Jean-Jacques Charhon

Title: President of GEIS Holdings, Inc. as Sole Member

          Officer and Treasurer
	 
	 	 	
WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION, as Trustee
	 
	 	 	
By:      /s/ Joseph P. O’Donnell



Name:  Joseph P. O’Donnell

Title:    Corporate Trust Officer



S-1






 


Schedule I



SCHEDULE OF GUARANTORS


The following schedule lists each Guarantor under this Indenture as of the
date of this Indenture:



	1.	 	GE Information Services, Inc.
	 
	2.	 	GEIS Holdings, Inc.
	 
	3.	 	GEIS International, Inc.
	 
	4.	 	TPN Register, L.L.C.



I-1






 




EXHIBIT A




[Face of Note]










CUSIP/CINS
                              




Senior Subordinated Reset Notes due 2009



 


		
	No.           	$235,000,000




GXS CORPORATION




promises to pay to CEDE & CO.




or registered assigns,




the principal sum
of 





Dollars on
                                   ,
20     .




Interest Payment
Dates:                                    
and
                                   




Record Dates:
                                   
and
                                   




Dated:
                              ,
2002




		
	 	
    GXS CORPORATION
    





			
	 	By: 	
    




		
	 	
    Name:
    
	 	
    Title:
    





			
	 	By: 	
    




		
	 	
    Name:
    
	 	
    Title:
    





This is one of the Notes referred to




in the within-mentioned Indenture:





Wells Fargo Bank Minnesota, National Association,




     as Trustee





			
	By: 	
    
	 



		
	
    Authorized Signatory
    	 










A-1







 




[Back of Note]




Senior Subordinated Reset Notes due 2009





[Insert the Global Note Legend, if applicable
pursuant to the provisions of the Indenture]



[Insert the Private Placement Legend, if
applicable pursuant to the provisions of the
Indenture]


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




		
	 	     
    (1) Interest. GXS Corporation, a
    Delaware corporation (the “Company”), promises to pay
    interest on the principal amount of this Note (i) from and
    including September 27, 2002 up to but not including
    September 27, 2003 at 12% per annum and (ii) from and
    including September 27, 2003 until maturity at the Par Value
    Rate, as defined and to be determined as set forth in
    Section 2.13 of the Indenture referred to below, and in
    each case shall pay the Liquidated Damages, if any, payable
    pursuant to Section 4 of the Registration Rights Agreement
    referred to below. To the extent that the Par Value Rate exceeds
    15% per annum, the Company may, at its option, pay that portion
    of the interest due on each Interest Payment Date referred to
    below that exceeds 15% per annum by issuing Additional Notes
    (the “PIK Notes”) having a principal amount equal to
    the amount of the interest so paid. The Company will pay
    interest and Liquidated Damages, if any, semi-annually in
    arrears on April 15 and October 15 of each year, or if
    any such day is not a Business Day, on the next succeeding
    Business Day (each, an “Interest Payment Date”).
    Interest on the Notes will accrue from the most recent date to
    which interest has been paid or, if no interest has been paid,
    from the date of issuance; provided that if there is no
    existing Default in the payment of interest, and if this Note is
    authenticated between a record date referred to on the face
    hereof and the next succeeding Interest Payment Date, interest
    shall accrue from such next succeeding Interest Payment Date;
    provided, further, that the first Interest Payment Date
    shall be April 15, 2003. The Company will pay interest
    (including post-petition interest in any proceeding under any
    Bankruptcy Law) on overdue principal and premium, if any, from
    time to time on demand at a rate that is 1% per annum in excess
    of the then applicable interest rate on the Notes to the extent
    lawful; it will pay interest (including post-petition interest
    in any proceeding under any Bankruptcy Law) on overdue
    installments of interest and Liquidated Damages, if any,
    (without regard to any applicable grace periods) at the same
    rate to the extent lawful. Interest will be computed on the
    basis of a 360-day year of twelve 30-day months. PIK Notes will
    be issued in denominations of $1,000 principal amount and
    integral multiples thereof and will be dated as of the Interest
    Payment Date with respect to which they were issued. The amount
    of PIK Notes issued to any Holder will be rounded down to the
    nearest $1,000 with any fractional amount paid to such Holder in
    cash. PIK Notes will bear interest (including interest paid on
    the date of the maturity of the Notes) and Liquidated Damages,
    if any, in a manner identical to all other Notes issued under
    the Indenture. On any interest payment date, the Company shall
    also pay in cash such amount of accrued original issue discount
    on the Notes, if any, as shall be necessary to ensure that the
    Notes shall not be considered an “applicable high yield
    discount obligation” within the meaning of
    Section 163(i) of the Internal Revenue Code of 1986, as
    amended (the “Code”), or any successor provision. The
    preceding sentence shall apply only to the extent necessary to
    achieve the objective therein described and shall apply only to
    amounts treated as original issue discount under the Code. In
    the event that any such payment of accrued original issue
    discount occurs, the amount of principal payable on any Notes to
    be paid in kind shall be reduced by any amount paid under this
    paragraph.
    
	 
	 	     
    (2) Method of Payment. The Company
    will pay interest on the Notes (except defaulted interest) and
    Liquidated Damages, if any, to the Persons who are registered
    Holders of
    




A-2







 




Notes at the close of business on the April 1 or
October 1 next preceding the Interest Payment Date, or
September 12, 2009 with respect to the Interest Payment
Date on September 27, 2009, even if such Notes are canceled
after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as
to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for
such purpose within the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders;
provided that payment by wire transfer of immediately
available funds will be required with respect to principal of
and interest, premium and Liquidated Damages, if any, on, all
Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying
Agent. Such payment will be in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debt, except to the
extent such interest is in the form of PIK Notes.




		
	 	     
    (3) Paying Agent and Registrar.
    Initially, Wells Fargo Bank Minnesota, N.A., the Trustee under
    the Indenture, will act as Paying Agent and Registrar. The
    Company may change any Paying Agent or Registrar without notice
    to any Holder. The Company or any of its Subsidiaries may act in
    any such capacity.
    
	 
	 	     
    (4) Indenture. The Company issued the
    Notes under an Indenture dated as of September 27, 2002
    (the “Indenture”) among the Company, the Guarantors
    and the Trustee. The terms of the Notes include those stated in
    the Indenture and those made part of the Indenture by reference
    to the Trust Indenture Act of 1939, as amended (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 such terms. To the extent any provision of
    this Note conflicts with the express provisions of the
    Indenture, the provisions of the Indenture shall govern and be
    controlling. The Notes are unsecured obligations of the Company.
    
	 
	 	     
    (5) Optional Redemption.
    
	 
	 	     
    (a) At any time after September 27,
    2003 and prior to September 27, 2005, the Company may on
    any one or more occasions redeem up to 35% of the aggregate
    principal amount of Notes issued under the Indenture at a
    redemption price of 100% of the principal amount thereof, plus
    accrued and unpaid interest and Liquidated Damages, if any, to
    the redemption date, plus, a premium equal to the Par Value Rate
    times the principal amount of the Notes to be redeemed, with the
    net cash proceeds of one or more Qualified Equity Offerings;
    provided that:
    





		
	 	     
    (i) at least 65% of the aggregate principal
    amount of Notes issued under the Indenture remains outstanding
    immediately after the occurrence of such redemption (excluding
    Notes held by the Company and its Subsidiaries); and
    
	 
	 	     
    (ii) the redemption occurs within
    90 days of the date of the closing of such Qualified Equity
    Offering.
    





		
	 	     
    (b) Except pursuant to the preceding
    paragraph, the Notes are not redeemable at the Company’s
    option prior to September 27, 2006; providedthat,
    prior to September 27, 2003, the Company may on any one or
    more occasions, on five (5) Business Days’ notice
    redeem all or any part of the Notes at a redemption price of
    100% of the principal amount of the Notes to be redeemed, plus
    accrued and unpaid interest and Liquidated Damages, if any, to
    the applicable redemption date.
    




A-3







 




		
	 	     
    (c) Except as provided in paragraphs
    (a) and (b) above, the Notes may not be redeemed at
    the option of the Company prior to September 27, 2006.
    After September 27, 2006, the Company may redeem all or a
    part of the Notes upon not less than 30 nor more than
    60 days’ notice, at the redemption prices equal to par
    plus accrued and unpaid interest, and Liquidated Damages,
    if any, thereon, to the applicable redemption date, plus
    a premium equal to the percentage set forth below of the Par
    Value Rate, if redeemed during the twelve-month period beginning
    on September 27 of the years indicated below:
    





	 	 	 	 	 
	Year		Percentage
	
		

	
    
    2006
    

    	 	 	50.000%	 
	
    
    2007
    

    	 	 	25.000%	 
	
    
    2008 and thereafter
    

    	 	 	0.000%	 





		
	 	     
    (d) Any redemption pursuant to
    Section 3.07 of the Indenture shall be made in accordance
    with the provisions of Sections 3.01 through 3.06 of the
    Indenture.
    
	 
	 	     
    (6) Mandatory Redemption.
    




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




		
	 	     
    (7) Repurchase at Option of Holder.
    





		
	 	     
    (a) Upon the occurrence of a Change of
    Control, the Company will be required to make an offer (a
    “Change of Control Offer”) to repurchase all or any
    part (in a minimum aggregate principal amount of $1,000 or an
    integral multiple thereof) of each Holder’s Notes at a
    purchase price in cash equal to 101% of the aggregate principal
    amount of the Notes repurchased plus accrued and unpaid interest
    and Liquidated Damages, if any, on the Notes repurchased to the
    date of purchase (the “Change of Control Payment”).
    Within 10 days following any Change of Control, the Company
    will mail a notice to each Holder setting forth the procedures
    governing the Change of Control Offer as required by the
    Indenture.
    
	 
	 	     
    (b) If the Company or a Subsidiary
    consummates any Asset Sale, promptly following the date on which
    the aggregate amount of Excess Proceeds exceeds
    $10.0 million, the Company will commence an offer to all
    Holders of Notes and all holders of other Indebtedness that is
    pari passu with the Notes containing provisions similar
    to those set forth in the Indenture with respect to offers to
    purchase or redeem with the proceeds of sales of assets (an
    “Asset Sale Offer”) pursuant to Section 3.09 of
    the Indenture to purchase or redeem the maximum principal amount
    of Notes and such other pari passu Indebtedness that may
    be purchased out of the Excess Proceeds at an offer price
    payable in cash in an amount equal to 100% of the principal
    amount thereof plus accrued and unpaid interest and Liquidated
    Damages thereon, if any, to the date fixed for the closing of
    such offer in accordance with the procedures set forth in the
    Indenture. If any Excess Proceeds remain after consummation of
    an Asset Sale Offer, the Company may use those Excess Proceeds
    for any purpose not otherwise prohibited by this Indenture. If
    the aggregate principal amount of Notes and other pari
    passu Indebtedness tendered into such Asset Sale Offer
    exceeds the amount of Excess Proceeds, the Trustee shall select
    the Notes and other pari passu Indebtedness to be
    purchased on a pro rata basis. Holders of Notes that are
    the subject of an offer to purchase will receive an Asset Sale
    Offer from the Company prior to any related purchase date and
    may elect to have
    




A-4







 




		
	 	
    such Notes purchased by completing the form
    entitled “Option of Holder to Elect Purchase” on the
    reverse of the Notes.
    





		
	 	     
    (8) Notice of Redemption. Except with
    respect to any redemption effected pursuant to the proviso to
    Section 3.07(b) of the Indenture, notice of redemption will
    be mailed at least 30 days but not more than 60 days before
    the redemption date and each Holder whose Notes are to be
    redeemed at its registered address, except in the case of a
    redemption pursuant to Section 5(b) of this Note, in which
    case a notice will be mailed to GECC and to the Holders by the
    Company and at least 5 Business Days before the redemption date.
    Notes in denominations larger than $1,000 may be redeemed in
    part but only in whole multiples of $1,000, unless all of the
    Notes held by a Holder are to be redeemed. On and after the
    redemption date interest ceases to accrue on Notes or portions
    thereof called for redemption.
    
	 
	 	     
    (9) Denominations, Transfer,
    Exchange. The Notes are in registered form without coupons
    in denominations of $1,000 and integral multiples of $1,000. The
    transfer of Notes may be registered and Notes may be exchanged
    as provided in the Indenture. The Registrar and the Trustee may
    require a Holder, among other things, to furnish appropriate
    endorsements and transfer documents and the Company may require
    a Holder to pay any taxes and fees required by law or permitted
    by the Indenture. The Company need not exchange or register the
    transfer of any Note or portion of a Note selected for
    redemption, except for the unredeemed portion of any Note being
    redeemed in part. Also, the Company need not exchange or
    register the transfer of any Notes for a period of 15 days
    before a selection of Notes to be redeemed or during the period
    between a record date and the corresponding Interest Payment
    Date.
    
	 
	 	     
    (10) Persons Deemed Owners. The
    registered Holder of a Note may be treated as its owner for all
    purposes.
    
	 
	 	     
    (11) Amendment, Supplement and
    Waiver. Subject to certain exceptions, the Indenture, the
    Subsidiary Guarantees or the Notes may be amended or
    supplemented with the consent of the Holders of at least a
    majority in principal amount of the then outstanding Notes
    (including Additional Notes, if any) voting as a single class,
    and any existing default or compliance with any provision of the
    Indenture, the Subsidiary Guarantees or the Notes may be waived
    with the consent of the Holders of a majority in principal
    amount of the then outstanding Notes (including Additional
    Notes, if any), voting as a single class. Without the consent of
    any Holder of a Note, the Indenture, the Subsidiary Guarantees
    or the Notes may be amended or supplemented to cure any
    ambiguity, defect or inconsistency, to provide for
    uncertificated Notes in addition to or in place of certificated
    Notes, to provide for the assumption of the Company’s
    obligations to Holders of the Notes in case of a merger or
    consolidation or sale of all or substantially all of the
    Company’s assets, to make any change that would provide any
    additional rights or benefits to the Holders of the Notes or
    that would not adversely affect the legal rights under the
    Indenture of any such Holder, to comply with the requirements of
    the Commission in order to effect or maintain the qualification
    of the Indenture under the Trust Indenture Act, to provide for
    the issuance of Additional Notes in accordance with the
    limitations set forth in the Indenture, or to allow any
    Guarantor to execute a supplemental indenture to the Indenture
    and/or a Subsidiary Guarantee with respect to the Notes.
    
	 
	 	     
    (12) Defaults and Remedies. Events of
    Default include: (i) default for 30 days in the
    payment when due of interest on, or Liquidated Damages with
    respect to, the Notes whether or not prohibited by the
    subordination provisions of the Indenture; (ii) default in
    payment when due of the principal of, or premium, if any, on the
    Notes, whether or not prohibited by the subordination provisions
    of the Indenture; (iii) failure by the Company or any of
    its Restricted
    




A-5







 




		
	 	
    Subsidiaries to comply with the provisions of
    Section 4.15 or 5.01 of the Indenture; (iv) failure by
    the Company or any of its Restricted Subsidiaries for
    30 days after notice from the Trustee or Holders of at
    least 25% in aggregate principal amount of the outstanding Notes
    to comply with the provisions of Section 4.07, 4.09 or 4.10
    of the Indenture; (v) failure by the Company or any of its
    Restricted Subsidiaries for 60 days after notice from the
    Trustee or Holders of at least 25% in aggregate principal amount
    of the outstanding Notes to comply with any of the other
    agreements in the Indenture; (vi) default under any
    mortgage, indenture or instrument under which there may be
    issued or by which there may be secured or evidenced any
    Indebtedness of the Company or any of its Restricted
    Subsidiaries (or the payment of which is guaranteed by the
    Company or any of its Restricted Subsidiaries) whether such
    Indebtedness or guarantee now exists, or is created after the
    date of the Indenture, if that default (A) is caused by a
    failure to pay principal or liquidation preference of such
    Indebtedness at the final stated maturity thereof (giving effect
    to any applicable grace periods and any extensions thereof) or
    (B) results in the acceleration of such Indebtedness prior
    to its express maturity, and, in each case, if the principal
    amount of any such Indebtedness aggregates $10.0 million or
    more; (vii) failure by the Company or any of its Restricted
    Subsidiaries to pay final judgments aggregating in excess of
    $10.0 million not covered by insurance, which judgments are
    not paid, vacated, discharged, bonded or stayed for a period of
    60 days; (viii) so long as GECC Beneficially Owns
    Notes, failure by the Company or any Guarantor for 30 days
    after notice from GECC to comply with any of the covenants set
    forth in Article III of the Inducement Agreement;
    (ix) except as permitted by the Indenture, any Subsidiary
    Guarantee shall be held in any judicial proceeding to be
    unenforceable or invalid or shall cease for any reason to be in
    full force and effect or any Guarantor, or any Person acting on
    behalf of any Guarantor, shall deny or disaffirm its obligations
    under its Subsidiary Guarantee; and (x) certain events of
    bankruptcy or insolvency described in the Indenture with respect
    to the Company or any of its Significant Subsidiaries. If any
    Event of Default occurs and is continuing, the Trustee or the
    Holders of at least 25% in principal amount of the then
    outstanding Notes may declare all the Notes to be due and
    payable immediately. Notwithstanding the foregoing, in the case
    of an Event of Default arising from certain events of bankruptcy
    or insolvency, with respect to the Company or a Significant
    Subsidiary, all outstanding Notes will become due and payable
    without further action or notice. Holders may not enforce the
    Indenture or the Notes except as provided in the Indenture.
    Subject to certain limitations, Holders of a majority in
    principal amount of the then outstanding Notes may direct the
    Trustee in its exercise of any trust or power. The Holders of a
    majority in aggregate principal amount of the Notes then
    outstanding by notice to the Trustee may on behalf of the
    Holders of all of the Notes waive any existing Default or Event
    of Default and its consequences under the Indenture except a
    continuing Default or Event of Default in the payment of
    interest on, or the principal of, the Notes. The Company is
    required to deliver to the Trustee annually a statement
    regarding compliance with the Indenture, and the Company is
    required upon becoming aware of any Default or Event of Default,
    to deliver to the Trustee a statement specifying such Default or
    Event of Default.
    





		
	 	     
    (13) Subordination. Payment of
    principal, interest and premium and Liquidated Damages, if any,
    on the Notes is subordinated to the prior payment of Senior Debt
    on the terms provided in the Indenture.
    
	 
	 	     
    (14) Trustee Dealings with Company.
    The Trustee, in its individual or any other capacity, may make
    loans to, accept deposits from, and perform services for the
    Company or its Affiliates, and may otherwise deal with the
    Company or its Affiliates, as if it were not the Trustee.
    
	 
	 	     
    (15) No Recourse Against Others. A
    director, officer, employee, incorporator or stockholder, of the
    Company or any of the Guarantors, as such, will not have any
    liability for any obligations of the Company or such Guarantor
    under the Notes, the Subsidiary Guarantees or the
    




A-6







 




		
	 	
    Indenture or for any claim based on, in respect
    of, or by reason of, such obligations or their creation. Each
    Holder by accepting a Note waives and releases all such
    liability. The waiver and release are part of the consideration
    for the issuance of the Notes.
    





		
	 	     
    (16) Authentication. This Note will
    not be valid until authenticated by the manual signature of the
    Trustee or an authenticating agent.
    
	 
	 	     
    (17) Abbreviations. Customary
    abbreviations may be used in the name of a Holder or an
    assignee, such as: TEN COM (= tenants in common), TEN ENT (=
    tenants by the entireties), JT TEN (= joint tenants with right
    of survivorship and not as tenants in common), CUST (=
    Custodian), and U/ G/ M/ A (= Uniform Gifts to Minors Act).
    
	 
	 	     
    (18) Additional Rights of Holders of
    Restricted Global Notes and Restricted Definitive Notes. In
    addition to the rights provided to Holders of Notes under the
    Indenture, Holders of Restricted Global Notes and Restricted
    Definitive Notes will have all the rights set forth in the
    Registration Rights Agreement dated as of September 27,
    2002, among the Company, the Guarantors and the other parties
    named on the signature pages thereof, or, in the case of
    Additional Notes, Holders of Restricted Global Notes and
    Restricted Definitive Notes will have the rights set forth in
    one or more registration rights agreements, if any, among the
    Company, the Guarantors and the other parties thereto, relating
    to rights given by the Company and the Guarantors to the
    purchasers of any Additional Notes (collectively, the
    “Registration Rights Agreement”).
    
	 
	 	     
    (19) CUSIP Numbers. Pursuant to a
    recommendation promulgated by the Committee on Uniform Security
    Identification Procedures, the Company has caused CUSIP numbers
    to be printed on the Notes and the Trustee may use CUSIP numbers
    in notices of redemption as a convenience to Holders. No
    representation is made as to the accuracy of such numbers either
    as printed on the Notes or as contained in any notice of
    redemption and reliance may be placed only on the other
    identification numbers placed thereon.
    




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




GXS Corporation




100 Edison Park Drive





Gaithersburg, MD 20878





Attention: General Counsel




A-7







 




ASSIGNMENT FORM



     
To assign this Note, fill in the form below:




		
	(I) or (we) assign and transfer this Note to: 	
    






(Insert assignee’s legal name)











(Insert assignee’s soc. sec. or tax I.D. no.)





























(Print or type assignee’s name, address and
zip code)





and irrevocably
appoint 





to transfer this Note on the books of the
Company. The agent may substitute another to act for him.





Date:
                                                  




		
	 	
    Your
    Signature: 

    
	 	
    (Sign exactly as your name appears on the face of
    this Note)
    





Signature
Guarantee*: 





		
	* 	
    Participant in a recognized Signature Guarantee
    Medallion Program (or other signature guarantor acceptable to
    the Trustee).
    








 




Option of Holder to Elect Purchase



     
If you want to elect to have this Note purchased
by the Company pursuant to Section 4.10 or 4.15 of the
Indenture, check the appropriate box below:




	 	 	 
	
    
    Section 4.10
    

    	 	
    Section 4.15
    




     
If you want to elect to have only part of the
Note purchased by the Company pursuant to Section 4.10 or
Section 4.15 of the Indenture, state the amount you elect
to have purchased:




$                                   



Date:                                    




		
	 	
    Your
    Signature: 

    
	 	
    (Sign exactly as your name appears on the face of
    this Note)
    
	 
	 	
    Tax Identification
    No: 

    




Signature
Guarantee*: 





		
	* 	
    Participant in a recognized Signature Guarantee
    Medallion Program (or other signature guarantor acceptable to
    the Trustee).
    








 




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE



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




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









 




EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




GXS Corporation




100 Edison Park Drive





Gaithersburg, MD 20878





[Registrar address block]


     
Re: Senior Subordinated Reset Notes due 2009



     
Reference is hereby made to the Indenture, dated
as of September 27, 2002 (the
“Indenture”), among GXS Corporation, as issuer
(the “Company”), the Guarantors named on the
signature pages thereto and Wells Fargo Bank Minnesota, N.A., as
trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.



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




[CHECK ALL THAT APPLY]



     
1. o Check
if Transferee will take delivery of a beneficial interest in the
144A Global Note or a Definitive Note Pursuant to
Rule 144A. The Transfer is being effected pursuant
to and in accordance with Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that
the beneficial interest or Definitive Note is being transferred
to a Person that the Transferor reasonably believed and believes
is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A
Global Note and/or the Definitive Note and in the Indenture and
the Securities Act.



     
2. o Check
and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Definitive Note pursuant to
any provision of the Securities Act other than Rule 144A or
Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of
any state of the United States, and accordingly the Transferor
hereby further certifies that (check one):




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





or



B-1







 




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





or




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





or




		
	 	     
    (d) o such
    Transfer is being effected to an Institutional Accredited
    Investor and pursuant to an exemption from the registration
    requirements of the Securities Act other than Rule 144A,
    Rule 144 or Rule 904, and the Transferor hereby
    further certifies that it has not engaged in any general
    solicitation within the meaning of Regulation D under the
    Securities Act and the Transfer complies with the transfer
    restrictions applicable to beneficial interests in a Restricted
    Global Note or Restricted Definitive Notes and the requirements
    of the exemption claimed, which certification is supported by
    (1) a certificate executed by the Transferee in the form of
    Exhibit D to the Indenture and (2) an Opinion of
    Counsel provided by the Transferor or the Transferee (a copy of
    which the Transferor has attached to this certification), to the
    effect that such Transfer is in compliance with the Securities
    Act. Upon consummation of the proposed transfer in accordance
    with the terms of the Indenture, the transferred beneficial
    interest or Definitive Note will be subject to the restrictions
    on transfer enumerated in the Private Placement Legend printed
    on the IAI Global Note and/or the Definitive Notes and in the
    Indenture and the Securities Act.
    




     
3. o Check
if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive
Note.



     
(a) o Check
if Transfer is pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act and in compliance with
the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture.



     
(b) o Check
if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities
Act other than Rule 144, Rule 903 or Rule 904 and
in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to
the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.



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




		
	 	
    

	 	
    [Insert Name of Transferor]
    




B-2







 




			
	 	By: 	
    




		
	 	
    Name:
    
	 	
    Title:
    





Dated:                                                   



B-3







 




ANNEX A TO CERTIFICATE OF TRANSFER



     
1. The Transferor owns and proposes to
transfer the following:




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




		
	 	     
    (a) o a
    beneficial interest in the:
    





		
	 	     
    (i) o 144A
    Global Note (CUSIP 362384AA7), or
    
	 
	 	     
    (ii) o IAI
    Global Note (CUSIP 362384AB5); 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 362384AA7), or
    
	 
	 	     
    (ii) o IAI
    Global Note (CUSIP 362384AB5); or
    





		
	 	     
    (b) a Restricted Definitive Note; or
    
	 
	 	     
    (c) o an
    Unrestricted Definitive Note,
    
	 
	 	     
    in accordance with the terms of the Indenture.
    








 




EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




GXS Corporation




100 Edison Park Drive





Gaithersburg, MD 20878





[Registrar address block]



     
Re: Senior Subordinated Reset Notes due 2009




(CUSIP                                         )



     
Reference is hereby made to the Indenture, dated
as of September 27, 2002 (the
“Indenture”), among GXS Corporation, as issuer
(the “Company”), the Guarantors named on the
signature pages thereto and Wells Fargo Bank Minnesota, N.A, as
trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.



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



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



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



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



     
(c) o Check
if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection
with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the
Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in



C-1







 




compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities
laws of any state of the United States.



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



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



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



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



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




		
	 	
    

	 	
    [Insert Name of Transferor]
    





			
	 	By: 	
    




		
	 	
    Name:
    
	 	
    Title:
    





Dated:                                                   



C-2







 




EXHIBIT D




FORM OF CERTIFICATE FROM




ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR





GXS Corporation




100 Edison Park Drive





Gaithersburg, MD 20878





[Registrar address block]



     
Re: Senior Subordinated Reset Notes due 2009



     
Reference is hereby made to the Indenture, dated
as of September 27, 2002 (the
“Indenture”), among GXS Corporation, as issuer
(the “Company”), the guarantors named on the
signature pages thereto and Wells Fargo Bank Minnesota, N.A, as
trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.



     
In connection with our proposed purchase of
$                                        
aggregate principal amount of:



     
(a) o  a
beneficial interest in a Global Note, or



     
(b) o  a
Definitive Note,



     
we confirm that:



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



     
2. We understand that the offer and sale of the
Notes have not been registered under the Securities Act, and
that the Notes and any interest therein may not be offered or
sold except as permitted in the following sentence. We agree, on
our own behalf and on behalf of any accounts for which we are
acting as hereinafter stated, that if we should sell the Notes
or any interest therein, we will do so only (A) to the
Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) to an
institutional “accredited investor” (as defined below)
that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and an
Opinion of Counsel in form reasonably acceptable to the Company
to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities
Act, (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 provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.



     
3. We understand that, on any proposed resale of
the Notes or beneficial interest therein, we will be required to
furnish to you and the Company such certifications, legal
opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies



D-1








 




with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to
the foregoing effect.



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



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



     
You and the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.




		
	 	
    

	 	
    [Insert Name of Accredited Investor]
    
	 
	 	
    By: 

    
	 	
    Name:
    
	 	
    Title:
    





Dated: 





D-2








 




EXHIBIT E




FORM OF NOTATION OF GUARANTEE



     
For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly
and severally, unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the
Indenture dated as of September 27, 2002 (the
“Indenture”) among GXS Corporation, (the
“Company”), the Guarantors listed on
Schedule I thereto and Wells Fargo Bank Minnesota, N.A, as
trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, premium and Liquidated
Damages, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and
the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the
terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or
otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Subsidiary Guarantee
and the Indenture are expressly set forth in Article 11 of
the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a
Note, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Subsidiary
Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with
the provisions of the Indenture.




		
	 	
    [Name of Guarantor(s)]
    
	 
	 	
    By: 

    
	 	
    Name:
    
	 	
    Title:
    




E-1








 




EXHIBIT F




FORM OF SUPPLEMENTAL INDENTURE




TO BE DELIVERED BY SUBSEQUENT GUARANTORS




     
Supplemental Indenture (this
“Supplemental Indenture”), dated as
of                                         ,
200 ,
among                                         
(the “Guaranteeing Subsidiary”), a subsidiary
of GXS Corporation (or its permitted successor), a Delaware
corporation (the “Company”), the Company, the
other Guarantors (as defined in the Indenture referred to
herein) and Wells Fargo Bank Minnesota, N.A., as trustee under
the indenture referred to below (the “Trustee”).




W I T N E S S E T H



     
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the
“Indenture”), dated as of September 27,
2002 providing for the issuance of an aggregate principal amount
of up to $235.0 million of Senior Subordinated Reset Notes
due 2009 (the “Notes”), plus any Additional
Notes issued from time to time as permitted under the Indenture;



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



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



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



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



     
2. AGREEMENT TO GUARANTEE. The Guaranteeing
Subsidiary hereby agrees as follows:




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





		
	 	     
    (i) the principal of, and premium and
    Liquidated Damages, if any, and interest on the Notes will be
    promptly paid in full when due, whether at maturity, by
    acceleration, redemption or otherwise, and interest on the
    overdue principal of and interest on the Notes, if any, if
    lawful, and all other obligations of the Company to the Holders
    or the Trustee hereunder or thereunder will be promptly paid in
    full or performed, all in accordance with the terms hereof and
    thereof; and
    
	 
	 	     
    (ii) in case of any extension of time of
    payment or renewal of any Notes or any of such other
    obligations, that same will be promptly paid in full when due or
    performed in accordance with the terms of the extension or
    renewal, whether at stated maturity, by acceleration or
    otherwise. Failing payment when
    




F-1








 




		
	 	
    due of any amount so guaranteed or any
    performance so guaranteed for whatever reason, the Guarantors
    shall be jointly and severally obligated to pay the same
    immediately.
    





		
	 	     
    (b) The obligations hereunder shall be
    unconditional, irrespective of the validity, regularity or
    enforceability of the Notes or the Indenture, the absence of any
    action to enforce the same, any waiver or consent by any Holder
    of the Notes with respect to any provisions hereof or thereof,
    the recovery of any judgment against the Company, any action to
    enforce the same or any other circumstance which might otherwise
    constitute a legal or equitable discharge 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 of insolvency or bankruptcy of the Company,
    any right to require a proceeding first against the Company,
    protest, notice and all demands whatsoever.
    
	 
	 	     
    (d) This Subsidiary Guarantee shall not be
    discharged except by complete performance of the obligations
    contained in the Notes and the Indenture, and the Guaranteeing
    Subsidiary accepts all obligations of a Guarantor under the
    Indenture.
    
	 
	 	     
    (e) If any Holder or the Trustee is required
    by any court or otherwise to return to the Company, the
    Guarantors, or any custodian, trustee, liquidator or other
    similar official acting in relation to either the Company or the
    Guarantors, any amount paid by either to the Trustee or such
    Holder, this Subsidiary Guarantee, to the extent theretofore
    discharged, shall be reinstated in full force and effect.
    
	 
	 	     
    (f) The Guaranteeing Subsidiary shall not be
    entitled to any right of subrogation in relation to the Holders
    in respect of any obligations guaranteed hereby until payment in
    full of all obligations guaranteed hereby.
    
	 
	 	     
    (g) As between the Guarantors, on the one
    hand, and the Holders and the Trustee, on the other hand,
    (x) the maturity of the obligations guaranteed hereby may
    be accelerated as provided in Article 6 of the Indenture
    for the purposes of this Subsidiary Guarantee, notwithstanding
    any stay, injunction or other prohibition preventing such
    acceleration in respect of the obligations guaranteed hereby,
    and (y) in the event of any declaration of acceleration of
    such obligations as provided in Article 6 of the Indenture,
    such obligations (whether or not due and payable) shall
    forthwith become due and payable by the Guarantors for the
    purpose of this Subsidiary Guarantee.
    
	 
	 	     
    (h) The Guarantors shall have the right to
    seek contribution from any non-paying Guarantor so long as the
    exercise of such right does not impair the rights of the Holders
    under the Subsidiary Guarantee.
    
	 
	 	     
    (i) Pursuant to Section 11.02 of the
    Indenture, after giving effect to any maximum amount and all
    other contingent and fixed liabilities that are relevant under
    any applicable Bankruptcy or fraudulent conveyance laws, and
    after giving effect to any collections from, rights to receive
    contribution from or payments made by or on behalf of any other
    Guarantor in respect of the obligations of such other Guarantor
    under Article 11 of the Indenture, this new Subsidiary
    Guarantee shall be limited to the maximum amount permissible
    such that the obligations of such Guarantor under this
    Subsidiary Guarantee will not constitute a fraudulent transfer
    or conveyance.
    




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



     
4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC.
ON CERTAIN TERMS.




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





		
	 	     
    (i) immediately after giving effect to such
    transaction, no Default or Event of Default exists; and
    
	 
	 	     
    (ii) if the Person acquiring the property in
    any such sale or disposition or the Person formed by or
    surviving any such consolidation or merger is a Restricted
    Subsidiary immediately following such transaction, such Person
    assumes all the obligations of that Guaranteeing Subsidiary
    under this Supplemental Indenture, its Subsidiary Guarantee and
    the Registration Rights Agreement pursuant to a supplemental
    indenture satisfactory to the Trustee.
    





		
	 	     
    (b) In case of any such consolidation,
    merger, sale or conveyance and upon the assumption by the
    successor Person, by supplemental indenture, executed and
    delivered to the Trustee and satisfactory in form to the
    Trustee, of the Subsidiary Guarantee endorsed upon the Notes and
    the due and punctual performance of all of the covenants and
    conditions of the Indenture to be performed by the Guarantor,
    such successor Person shall succeed to and be substituted for
    the Guarantor with the same effect as if it had been named
    herein as a Guarantor. Such successor Person thereupon may cause
    to be signed any or all of the Subsidiary Guarantees to be
    endorsed upon all of the Notes issuable under the Indenture,
    which theretofore shall not have been signed by the Company and
    delivered to the Trustee. All the Subsidiary Guarantees so
    issued shall in all respects have the same legal rank and
    benefit under the Indenture as the Subsidiary Guarantees
    theretofore and thereafter issued in accordance with the terms
    of the Indenture as though all of such Subsidiary Guarantees had
    been issued at the date of the execution hereof.
    
	 
	 	     
    (c) Except as set forth in Articles 4
    and 5 of the Indenture, and notwithstanding
    clauses (a) and (b) above, nothing contained in the
    Indenture or in any of the Notes shall prevent any consolidation
    or merger of a Guarantor with or into the Company or another
    Guarantor, or shall prevent any sale or conveyance of the
    property of a Guarantor as an entirety or substantially as an
    entirety to the Company or another Guarantor.
    




     
5. RELEASES.




		
	 	     
    (a) In the event of any sale or other
    disposition of all or substantially all of the assets of any
    Guarantor, by way of merger, consolidation or otherwise, or a
    sale or other disposition of all of the capital stock of any
    Guarantor, in each case to a Person that is not (either before
    or after giving effect to such transaction) a Restricted
    Subsidiary of the Company, then such Guarantor (in the event of
    a sale or other disposition, by way of merger, consolidation or
    otherwise, of all of the capital stock of such Guarantor) or the
    corporation acquiring the property (in the event of a sale or
    other disposition of all or
    




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    substantially all of the assets of such
    Guarantor) will be released and relieved of any obligations
    under its Subsidiary Guarantee; provided that the Net
    Proceeds of such sale or other disposition are applied in
    accordance with the applicable provisions of the Indenture,
    including without limitation Section 4.10 of the Indenture. Upon
    delivery by the Company to the Trustee of an Officers’
    Certificate and an Opinion of Counsel to the effect that such
    sale or other disposition was made by the Company in accordance
    with the provisions of the Indenture, including without
    limitation Section 4.10 of the Indenture, the Trustee shall
    execute any documents reasonably required in order to evidence
    the release of any Guarantor from its obligations under its
    Subsidiary Guarantee.
    





		
	 	     
    (b) Any Guarantor not released from its
    obligations under its Subsidiary Guarantee shall remain liable
    for the full amount of principal of and interest on the Notes
    and for the other obligations of any Guarantor under the
    Indenture as provided in Article 11 of the Indenture.
    




     
6. SUBORDINATION. The Obligations of each
Guaranteeing Subsidiary under its Subsidiary Guarantee pursuant
to this Supplemental Indenture will be junior and subordinated
to the Senior Debt of such Guaranteeing Subsidiary on the same
basis as the Notes are junior and subordinated to Senior Debt of
the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders will have the right to receive and/or
retain payments by any of the Guaranteeing Subsidiaries only at
such times as they may receive and/or retain payments in respect
of the Notes pursuant to the Indenture, including
Article 10 thereof.



     
7. NO RECOURSE AGAINST OTHERS. No director,
officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for
any obligations of the Company or any Guaranteeing Subsidiary
under the Notes, any Subsidiary Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.
Each Holder of the Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws
and it is the view of the Commission that such a waiver is
against public policy.



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



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



     
10. EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the
construction hereof.



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



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



     
Dated:                                         
, 20     




		
	 	
    [Guaranteeing Subsidiary]
    
	 
	 	
    By: 

    
	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    GXS CORPORATION
    
	 
	 	
    By: 

    
	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    [Existing Guarantors]
    
	 
	 	
    By: 

    
	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    Wells Fargo Bank Minnesota, N.A.,
    
	 	
    as Trustee
    





			
	 	By: 	
    




		
	 	
    Authorized Signatory
    




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