exv4w5



 



EXHIBIT 4.5









GXS CORPORATION


and each of the Guarantors named herein


SENIOR SECURED FLOATING RATE NOTES DUE 2008


_______________________________


INDENTURE


Dated as of March 21, 2003


_______________________________


_______________________________


WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION


Trustee


_______________________________








 






 





Table of Contents


Page



	 	 	 	 	 	 
	ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 	Section 1.01 Definitions
	 	 	1	 
	 	Section 1.02 Other Definitions
	 	 	31	 
	 	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	31	 
	 	Section 1.04 Rules of Construction
	 	 	32	 
	ARTICLE 2. THE NOTES
	 	 	32	 
	 	Section 2.01 Form and Dating
	 	 	32	 
	 	Section 2.02 Execution and Authentication
	 	 	34	 
	 	Section 2.03 Registrar and Paying Agent
	 	 	34	 
	 	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	35	 
	 	Section 2.05 Holder Lists
	 	 	35	 
	 	Section 2.06 Transfer and Exchange
	 	 	35	 
	 	Section 2.07 Replacement Notes
	 	 	50	 
	 	Section 2.08 Outstanding Notes
	 	 	50	 
	 	Section 2.09 Treasury Notes
	 	 	51	 
	 	Section 2.10 Temporary Notes
	 	 	51	 
	 	Section 2.11 Cancellation
	 	 	51	 
	 	Section 2.12 Defaulted Interest
	 	 	52	 
	ARTICLE 3. REDEMPTION AND PREPAYMENT
	 	 	52	 
	 	Section 3.01 Notices to Trustee
	 	 	52	 
	 	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	52	 
	 	Section 3.03 Notice of Redemption
	 	 	53	 
	 	Section 3.04 Effect of Notice of Redemption
	 	 	54	 
	 	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	54	 
	 	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	54	 
	 	Section 3.07 Optional Redemption
	 	 	54	 
	 	Section 3.08 Mandatory Redemption
	 	 	55	 
	 	Section 3.09 Offer to Purchase by Application of Excess Cash Flow
	 	 	55	 
	 	Section 3.10 Offer to Purchase by Application of Excess Proceeds
	 	 	57	 
	ARTICLE 4. COVENANTS
	 	 	59	 



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	 	Section 4.01 Payment of Notes
	 	 	59	 
	 	Section 4.02 Maintenance of Office or Agency
	 	 	59	 
	 	Section 4.03 Reports
	 	 	60	 
	 	Section 4.04 Compliance Certificate
	 	 	61	 
	 	Section 4.05 Taxes
	 	 	61	 
	 	Section 4.06 Stay, Extension and Usury Laws
	 	 	61	 
	 	Section 4.07 Restricted Payments
	 	 	62	 
	 	Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	65	 
	 	Section 4.09 Restrictions on Indebtedness
	 	 	67	 
	 	Section 4.10 Asset Sales
	 	 	70	 
	 	Section 4.11 Transactions with Affiliates
	 	 	73	 
	 	Section 4.12 Liens
	 	 	74	 
	 	Section 4.13 Business Activities
	 	 	74	 
	 	Section 4.14 Corporate Existence
	 	 	75	 
	 	Section 4.15 Offer to Repurchase Upon Change of Control
	 	 	75	 
	 	Section 4.16 Payments for Consent
	 	 	77	 
	 	Section 4.17 Additional Subsidiary Guarantees and Liens
	 	 	77	 
	 	Section 4.18 Designation of Restricted and Unrestricted Subsidiaries
	 	 	78	 
	 	Section 4.19 Limitation on Sale and Leaseback Transactions
	 	 	78	 
	 	Section 4.20 Limitation on Issuances and Sales of Equity Interests in Wholly Owned Restricted Subsidiaries
	 	 	78	 
	ARTICLE 5. SUCCESSORS
	 	 	79	 
	 	Section 5.01 Merger, Consolidation, or Sale of Assets
	 	 	79	 
	 	Section 5.02 Successor Corporation Substituted
	 	 	80	 
	ARTICLE 6. DEFAULTS AND REMEDIES
	 	 	81	 
	 	Section 6.01 Events of Default
	 	 	81	 
	 	Section 6.02 Acceleration
	 	 	83	 
	 	Section 6.03 Other Remedies
	 	 	84	 
	 	Section 6.04 Waiver of Past Defaults
	 	 	84	 
	 	Section 6.05 Control by Majority
	 	 	84	 



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	 	Section 6.06 Limitation on Suits
	 	 	84	 
	 	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	85	 
	 	Section 6.08 Collection Suit by Trustee
	 	 	85	 
	 	Section 6.09 Trustee May File Proofs of Claim
	 	 	85	 
	 	Section 6.10 Priorities
	 	 	86	 
	 	Section 6.11 Undertaking for Costs
	 	 	86	 
	ARTICLE 7. TRUSTEE
	 	 	87	 
	 	Section 7.01 Duties of Trustee
	 	 	87	 
	 	Section 7.02 Rights of Trustee
	 	 	88	 
	 	Section 7.03 Individual Rights of Trustee
	 	 	88	 
	 	Section 7.04 Trustee’s Disclaimer
	 	 	88	 
	 	Section 7.05 Notice of Defaults
	 	 	89	 
	 	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	89	 
	 	Section 7.07 Compensation and Indemnity
	 	 	89	 
	 	Section 7.08 Replacement of Trustee
	 	 	90	 
	 	Section 7.09 Successor Trustee by Merger, etc
	 	 	91	 
	 	Section 7.10 Eligibility; Disqualification
	 	 	91	 
	 	Section 7.11 Preferential Collection of Claims Against Company
	 	 	91	 
	ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	92	 
	 	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	92	 
	 	Section 8.02 Legal Defeasance and Discharge
	 	 	92	 
	 	Section 8.03 Covenant Defeasance
	 	 	92	 
	 	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	93	 
	 	Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	 	 	94	 
	 	Section 8.06 Repayment to Company
	 	 	95	 
	 	Section 8.07 Reinstatement
	 	 	95	 
	ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	96	 
	 	Section 9.01 Without Consent of Holders of Notes
	 	 	96	 
	 	Section 9.02 With Consent of Holders of Notes
	 	 	97	 



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	 	Section 9.03 Compliance with Trust Indenture Act
	 	 	98	 
	 	Section 9.04 Revocation and Effect of Consents
	 	 	98	 
	 	Section 9.05 Notation on or Exchange of Notes
	 	 	99	 
	 	Section 9.06 Trustee to Sign Amendments, etc
	 	 	99	 
	ARTICLE 10. COLLATERAL AND SECURITY
	 	 	99	 
	 	Section 10.01 Security Documents
	 	 	99	 
	 	Section 10.02 Recording and Opinions
	 	 	100	 
	 	Section 10.03 Release of Collateral/Additional Liens
	 	 	100	 
	 	Section 10.04 Certificates and Opinions of Counsel
	 	 	102	 
	 	Section 10.05 Certificates of the Trustee
	 	 	102	 
	 	Section 10.06 Authorization of Actions to be Taken by the Trustee Under the Security Documents
	 	 	102	 
	 	Section 10.07 Authorization of Receipt of Funds by the Trustee Under the Security Documents
	 	 	103	 
	 	Section 10.08 Termination of Security Interest
	 	 	104	 
	 	Section 10.09 Collateral Agent
	 	 	104	 
	 	Section 10.10 Designations
	 	 	105	 
	ARTICLE 11. NOTE GUARANTEES
	 	 	105	 
	 	Section 11.01 Guarantee
	 	 	105	 
	 	Section 11.02 Limitation on Guarantor Liability
	 	 	106	 
	 	Section 11.03 Execution and Delivery of Subsidiary Guarantee
	 	 	107	 
	 	Section 11.04 Guarantors May Consolidate, etc., on Certain Terms
	 	 	107	 
	 	Section 11.05 Releases Following Sale of Assets
	 	 	108	 
	 	Section 11.06 Release Following Designation as an Unrestricted Subsidiary
	 	 	108	 
	ARTICLE 12. SATISFACTION AND DISCHARGE
	 	 	109	 
	 	Section 12.01 Satisfaction and Discharge
	 	 	109	 
	 	Section 12.02 Application of Trust Money
	 	 	110	 
	ARTICLE 13. MISCELLANEOUS
	 	 	110	 
	 	Section 13.01 Trust Indenture Act Controls
	 	 	110	 
	 	Section 13.02 Notices
	 	 	110	 



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	 	Section 13.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	111	 
	 	Section 13.04 Certificate and Opinion as to Conditions Precedent
	 	 	111	 
	 	Section 13.05 Statements Required in Certificate or Opinion
	 	 	112	 
	 	Section 13.06 Rules by Trustee and Agents
	 	 	112	 
	 	Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	112	 
	 	Section 13.08 Governing Law
	 	 	112	 
	 	Section 13.09 No Adverse Interpretation of Other Agreements
	 	 	113	 
	 	Section 13.10 Successors
	 	 	113	 
	 	Section 13.11 Severability
	 	 	113	 
	 	Section 13.12 Counterpart Originals
	 	 	113	 
	 	Section 13.13 Table of Contents, Headings, etc
	 	 	113	 



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     INDENTURE dated as of March 21, 2003 among GXS Corporation, a Delaware
corporation (the “Company”), the Guarantors (as defined) and Wells Fargo Bank
Minnesota, National Association, 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 Secured Floating Rate Notes due 2008 (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.



     “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,
“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. 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
beneficial owner of Capital Stock 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.


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     “Asset Sale” means:



		
	 	     (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.



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     “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).


     “Bank Indebtedness” means any and all amounts payable under or in respect
of the Credit Agreement and any Permitted Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or any Guarantor
whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees
and all other amounts payable thereunder or in respect thereof.


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


     “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.


     “Calculation Agent” means the Trustee or such other financial institution
as the Company may from time to time appoint to calculate LIBOR for purposes of
this Indenture.


     “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;



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	 	     (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 Credit Agreement 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
	 
	 	     (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.



     “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



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	 	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; 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.



     “Clearstream” means Clearstream Banking, S.A.


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


     “Collateral” means all property and assets of the Company or any Guarantor
with respect to which from time to time a Lien is granted as security for the
Notes pursuant to the applicable Security Documents.


     “Collateral Agent” means the Trustee in its capacity as the “Collateral
Agent” under and as defined in the Security Documents and any successor thereto
in such capacity.


     “Commission” means the Securities and Exchange Commission.


     “Company” means GXS Corporation, a Delaware corporation, 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
	 
	 	     (2) Consolidated Interest Expense for such four fiscal quarters;
provided, however, that:



-5-






 






		
	 	     (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



-6-






 




		
	 	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 (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 Subsidiaries, plus, to the extent
incurred by the Company or its Consolidated 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 Credit Agreement, the Notes or the Senior
Subordinated Notes);



-7-






 




		
	 	     (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 Consolidated Subsidiary;
	 
	 	     (8) net costs associated with Hedging Obligations (including
amortization of fees);
	 
	 	     (9) dividends in respect of all Disqualified Stock of the Company
and all Preferred Stock of any of the Consolidated Subsidiaries of the
Company, to the extent held by Persons other than the Company or another
Consolidated 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 (2) below) and



-8-






 




		
	 	     (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;




		
	 	     (3) any gain (or loss) realized upon the sale or other disposition
of any asset of the Company or its Restricted 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
$55.0 million, paid (i) pursuant to the Recapitalization Agreement and
related agreements and (ii) in connection with the Credit Agreement, the
issuance of the Senior Subordinated Notes 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-






 




		
	 	     (9) any expense or loss arising from any obligation of General
Electric to assume, indemnify or reimburse the Company 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 the Company and
its Subsidiaries) or, if initially made by the Company or its
Subsidiaries, to the extent reimbursed by General Electric and its
Affiliates to the Corporation or such Subsidiaries.



     “Consolidated Subsidiaries” means the Restricted Subsidiaries; provided,
however, that the interest of the Company or any Restricted Subsidiary in an
Unrestricted Subsidiary will be accounted for as an Investment.


     “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.


     “Credit Agent” means, at any time, the Person serving at such time as the
sole lender or as the “Agent,” “Administrative Agent” or in some other similar
capacity under the Credit Agreement or any other Credit Facility.


     “Credit Agreement” means the Loan and Security Agreement, dated as of the
date hereof, by and among the Company, the Guarantors party thereto, Foothill
Capital Corporation, 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 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.


     “Credit Agreement Obligations” means (i) all Bank Indebtedness and all
other Indebtedness outstanding under one or more of any other First-Lien Credit
Facilities that constitutes Permitted Debt or is otherwise permitted under
Section 4.09 and that is designated by the Company as “Credit Agreement
Obligations” for purposes of this Indenture and is secured by a Credit Facility
Lien, (ii) all other obligations (not constituting Indebtedness) of the Company
or any Guarantor under the Credit Agreement or any such other First-Lien Credit
Facility and (iii) all other obligations of the Company or any Guarantor in
respect of Hedging Obligations that are designated by the Company to be “Credit
Agreement Obligations” for purposes of this Indenture.


     “Credit Facilities” means, one or more debt facilities (including, without
limitation, the Credit Agreement) 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,


-10-






 



 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.


     “Credit Facility Liens” means the Liens permitted pursuant to clause (1)
of the definition of “Permitted Liens.”


     “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.


     “Discharge of Credit Agreement Obligations” means payment in full in cash
of the principal of and interest and premium, if any, on all Indebtedness
outstanding under the First-Lien Credit Facilities or, with respect to Hedging
Obligations or letters of credit outstanding thereunder, delivery of cash
collateral or backstop letters of credit in respect thereof in compliance with
such First-Lien Credit Facility, in each case after or concurrently with
termination of all commitments to extend credit thereunder, and payment in full
in cash of any other Credit Agreement Obligations that are due and payable or
otherwise accrued and owing at or prior to the time such principal, interest
and premium, if any, are paid.


     “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.


-11-






 


     “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.


     “Dutch Share Pledge” means the right of pledge on the shares in the share
capital of Global eXchange Services B.V., whose corporate seat is at Amsterdam,
the Netherlands, vested in accordance with a draft deed prepared by the law
firm NautaDutilh N.V.


     “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 Subsidiaries;
	 
	 	     (2) Consolidated Interest Expense;
	 
	 	     (3) depreciation expense of the Company and its Consolidated
Subsidiaries;
	 
	 	     (4) amortization expense (including amortization of goodwill and
other intangibles) of the Company and its Consolidated 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 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 nonrecurring fees, expenses or charges realized by the
Company and its Consolidated Subsidiaries during the first three quarters
of 2002 related to (i) operating lease expense for equipment and
facilities leases not being retained by the Company and its Consolidated
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 Subsidiaries following the
Recapitalization; (iii) elimination of the 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 (6) shall not
exceed (a) $9.2 million in the first quarter of 2002; (b) $9.2 million in
the second quarter of 2002; and (c) $24.1 million in the third quarter of
2002; and
	 
	 	     (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).


-12-






 


     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.


     “EDI Services Revenues” means revenues generated by the Company and the
Restricted Subsidiaries from the provision of electronic data interchange
services, calculated on a basis consistent with the line item “EDI services”
revenues as presented in the final offering circular for the Notes dated March
18, 2003.


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


     “Employee Transition Services Agreement” means the Transitional Employee
Services Agreement, dated September 27, 2002, among General Electric, GE
Investments, Inc., GE International Inc., Global Acquisition Company and the
Company, 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.


     “Excess Cash Flow” means, for any fiscal year, EBITDA for such year,
adjusted as follows: (i) minus the cash portion of Consolidated Interest
Expense for such year; (ii) minus all federal, state and foreign income taxes
accrued or paid (without duplication) by the Company and each Restricted
Subsidiary during such year; (iii) minus up to an aggregate of $45.0 million of
capital expenditures made during such year by the Company and each Restricted
Subsidiary; and (iv) minus the amount by which the net difference between (x)
current assets, other than cash and Cash Equivalents, and (y) current
liabilities (excluding the principal amount of Bank Indebtedness) of the
Company and each Restricted Subsidiary for such year differs from the
comparable amount calculated with respect to the prior fiscal year; provided,
however, that for purposes of this definition, the fiscal year ending December
31, 2003 shall be deemed to have begun on April 1, 2003.


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


-13-






 


     “Exchange Notes” means the Senior Secured Floating Rate Notes due 2008, 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 Company and 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 Credit Agreement) in
existence on the date of this Indenture.


     “First-Lien Credit Facilities” means (x) the Credit Facilities provided
pursuant to the Credit Agreement and (y) any other Credit Facility that, in the
case of both clauses (x) and (y), is secured by a Credit Facility Lien and,
except for the Credit Agreement, is designated by the Company as a “First-Lien
Credit Facility” for the purposes of this Indenture.


     “Francisco Partners” means Francisco Partners L.P.


     “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, a Delaware corporation.


     “General Electric” means General Electric Company, a New York 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.


-14-






 


     “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 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.


     “Holdings” means GXS Holdings, Inc., a Delaware corporation.


     “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


-15-






 



 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 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:




		
	 	     (i) the fair market value of such asset at such date of
determination and
	 
	 	     (ii) 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



-16-






 




		
	 	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.



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


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


     “Initial Purchaser” means Credit Suisse First Boston LLC.


     “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.


     “Intercreditor Agreement” means that certain intercreditor agreement,
dated as of the date of this Indenture, by and among the Company, the
Guarantors, the Credit Agent and the Trustee, as amended (including any
amendment and restatement thereof), supplemented or otherwise modified from
time to time.


     “Interest Accrual Period” means the period from (and including) the date
of issuance of the Notes to but excluding the first Interest Payment Date after
issuance, and each successive six-month period from and including each Interest
Payment Date to but excluding the following Interest Payment Date.


     “Interest Payment Date” means January 15 and July 15 of each year, or if
any such day is not a Business Day, the next succeeding Business Day.


     “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


-17-






 



 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 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.


     “LIBOR” means, for any Interest Accrual Period, the rate determined by the
Calculation Agent in accordance with the following procedures:



		
	 	     (i) LIBOR for any Interest Accrual period will equal the greater of
(A) 3.0% per annum, or (B) the rate, as determined by the Calculation
Agent, for six-month U.S. dollar deposits which appears on the Telerate
Page 3750 as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date, as reported by Bloomberg Financial Markets
Commodities News.
	 
	 	     (ii) If, on any LIBOR Determination Date, such rate does not appear
on the Telerate Page 3750, the Calculation Agent will determine the
arithmetic mean of the offered quotations of the Reference Banks to prime
banks in the London interbank market for Eurodollar deposits for the
relevant term by reference to requests for quotations as of approximately
11:00 a.m., London time, on such LIBOR Determination Date made by the
Trustee to the Reference Banks. If, on the LIBOR Determination Date, at
least two of the Reference Banks provide such quotations, LIBOR will
equal such arithmetic mean. If, on any LIBOR Determination Date, only
one or none of the Reference Banks provide such quotations, LIBOR will be
deemed to be the arithmetic mean of the offered quotations that the
leading banks in New York City selected by the Calculation Agent, after
consultation with the Company, are quoting on the relevant LIBOR
Determination Date for U.S. dollar deposits for the relevant term, to the
principal London offices of leading banks in the London interbank market.
	 
	 	     (iii) If the Calculation Agent is required but is unable to
determine a rate in accordance with at least one of the procedures
provided above, LIBOR with respect to such Interest Accrual Period will
be LIBOR as calculated on the immediately preceding LIBOR Determination
Date.



     For the purpose of clause (ii) above, all percentages resulting from such
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point.


     “LIBOR Determination Date” means, with respect to any Interest Accrual
Period, the second London Banking Day prior to the first day of such Interest
Accrual Period.


     “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.


-18-






 


     “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 the Registration Rights Agreement).


     “London Banking Day” means any day on which commercial banks are open for
business, including dealings in foreign exchange and foreign currency deposits,
in London.


     “Material Foreign Subsidiaries” means Global eXchange Services S.C.
(Belgium), Global eXchange Services S.A. (France), Global eXchange Services SpA
(Italy), Acquisition UK Limited (UK), Global eXchange Services GmbH (Germany),
Global eXchange Services B.V. (Netherlands) and Global eXchange Services Canada
Inc. and any other foreign subsidiaries the stock of which is pledged as
collateral for the Credit Agreement Obligations.


     “Material Leasehold Interests” means each leasehold interest of the
Company and the Guarantors that are of material value as collateral or of
material importance to the operations of the Company and its Subsidiaries,
taken as a whole. Notwithstanding the preceding sentence, the term “Material
Leasehold Interests” shall not include any leasehold interest the encumbrance
of which requires the consent of the applicable lessor where the Company and
the Guarantors have used commercially reasonable efforts in good faith, but are
unable without payment of monetary consideration (other than nominal monetary
consideration or out-of-pocket expenses incurred by a co-lessor) or other
material concessions to obtain such lessor’s consent.


     “Mortgage” means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
parcel of real property to secure the Obligations under the Notes.


     “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 secured by a Lien on the asset or assets that were the subject of
such Asset Sale, (iv) any reserve for 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 (i) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute
Indebtedness), (ii) is directly liable as a guarantor or otherwise, or
(iii) 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



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	 	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-US. Person” means a Person who is not a U.S. Person.


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


     “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.


     “Officer’s Certificate” means a certificate signed on behalf of the
Company by an Officer of the Company, who 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.


     “Permitted Holders” means Francisco Partners, General Electric and
Affiliates of such Persons.


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

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	 	     (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;



-21-






 




		
	 	     (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;
	 
	 	     (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 Liens” means:



		
	 	     (1) Liens on property or assets of the Company or any Guarantor
securing obligations under the Credit Facilities permitted under clause
(1) of the definition of Permitted Debt set forth in Section 4.09 hereof;
	 
	 	     (2) Liens securing the Notes and the Guarantees;
	 
	 	     (3) Liens in favor of the Company or any Restricted Subsidiary;
	 
	 	     (4) 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;
	 
	 	     (5) 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;
	 
	 	     (6) 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;



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	 	     (7) 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;
	 
	 	     (8) Liens existing on the date of this Indenture;
	 
	 	     (9) 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;
	 
	 	     (10) Liens to secure Indebtedness that is subordinated in right of
payment to the Notes; provided that the Liens securing any such
subordinated Indebtedness are subordinated to the Liens securing the
Notes on terms no less favorable to the holders of the Notes than the
terms provided by the holders of the Notes to holders of the Credit
Agreement Obligations in the Intercreditor Agreement;
	 
	 	     (11) Liens securing Permitted Refinancing Indebtedness where the
Liens securing Indebtedness being refinanced were permitted under this
Indenture;
	 
	 	     (12) 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 including, but not limited to, all items set forth in
Commonwealth Land Title Insurance Company’s Commitment 120407 dated
February 18, 2003;
	 
	 	     (13) any interest or title of a lessor under any Capital Lease
Obligation;
	 
	 	     (14) 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;
	 
	 	     (15) Liens encumbering deposits made to secure statutory,
regulatory, contractual or warranty obligations, including rights of
offset and set-off;
	 
	 	     (16) Liens securing Hedging Obligations permitted under this
Indenture;
	 
	 	     (17) leases or subleases granted to others;
	 
	 	     (18) Liens under licensing agreements permitted under this Indenture
including Liens on intellectual property pursuant to licenses and source
code escrow agreements;
	 
	 	     (19) Liens arising from filing Uniform Commercial Code financing
statements in connection with leases;
	 
	 	     (20) judgment Liens not giving rise to an Event of Default;



-23-






 




		
	 	     (21) 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;
	 
	 	     (22) 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;
	 
	 	     (23) bankers’ liens in the nature of rights of setoff arising in the
ordinary course of business and consistent with industry practice; and
	 
	 	     (24) 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



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	 	     (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.


     “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.


     “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.


     “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, GE Investments, Inc. and Global
Acquisition Company, and the Recapitalization Agreement, dated September 30,
2002, among Holdings, GE Investments, Inc. and Global Acquisition Company, 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 Restricted
Subsidiary sells its accounts receivable to a Person that is not a Restricted
Subsidiary pursuant to arrangements customary in the industry.


     “Reference Banks” means four major banks in the London interbank market
selected by the Calculation Agent.


     “Registration Rights Agreement” means the Registration Rights Agreement,
dated as of the date of this Indenture, among the Company, the Guarantors and
the Initial Purchaser, as such agreement may be amended, modified or
supplemented from time to time.


     “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


-25-






 



 Prospectus included therein, all amendments and supplements thereto
(including post-effective amendments) and all exhibits and material
incorporated by reference therein.


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


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


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


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


     “Regulation S Temporary Global Note Legend” means the legend set forth in
Section 2.06(g)(3), which is required to be placed on all Regulation S
Temporary Global Notes issued under this Indenture.


     “Responsible Officer,” when used with respect to the Trustee, means any
officer within the Corporate Trust Office 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 Definitive Note” means a Definitive Note bearing the Private
Placement Legend.


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


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


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


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


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


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


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


-26-






 


     “Rule 904” means Rule 904 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.


     “Security Agreement” means the Security Agreement, dated as of the date of
this Indenture, by and among the Company, the Grantors (as defined therein) and
the Collateral Agent.


     “Security Documents” means the Security Agreement, the Intercreditor
Agreement, the Open-End Mortgage, Security Agreement, Assignment of Rents and
Leases and Fixture Filing (Ohio), dated as of the date hereof, by and from
Global eXchange Services, Inc. to Collateral Agent, and any other document or
instrument pursuant to which a Lien is granted by the Company or any Guarantor
to secure any Obligations under the Notes and this Indenture or under which
rights or remedies with respect to such Lien are governed, as such agreements
may be amended, modified or supplemented from time to time.


     “Senior Debt” means:



		
	 	     (1) Indebtedness of the Company or any Restricted Subsidiary
outstanding under Credit Facilities, this Indenture 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 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



-27-






 




		
	 	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
Officer’s 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).



     “Senior Subordinated Notes” means the senior subordinated reset notes due
2009 issued by the Company on September 27, 2002.


     “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 (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or
(ii) the only general partners of which are 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 September
27, 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.


-28-






 


     “Telerate Page 3750” means the display page currently so designated on the
Moneyline Telerate Service, or such other page as may replace such page on such
service for the purpose of displaying comparable rates.


     “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 Services Agreement, dated
September 27, 2002, among General Electric, RMS Electronic Commerce Systems
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 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 (i) to
subscribe for additional



-29-






 




		
	 	Equity Interests or (ii) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified
levels of operating results; and
	 
	 	     (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
Officer’s 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.


     “US. 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 (i) the amount
of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final
maturity, in respect of the Indebtedness, by (ii) 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.


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Section 1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	
	 	

	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	3.10	 
	“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 Cash Flow Offer”
	 	 	3.09	 
	“Excess Cash Flow Offer Amount”
	 	 	3.09	 
	“Excess Cash Flow Offer Period”
	 	 	3.09	 
	“Excess Cash Flow Purchase Date”
	 	 	3.09	 
	“Excess Proceeds”
	 	 	4.10	 
	“Foreign Pledge Agreement”
	 	 	10.06	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Amount”
	 	 	3.10	 
	“Offer Period”
	 	 	3.10	 
	“Parallel Debt”
	 	 	10.07	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.09	 
	“Purchase Date”
	 	 	3.10	 
	“Registrar”
	 	 	2.03	 
	“Relevant Liabilities”
	 	 	10.07	 
	“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;


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


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 “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.


     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


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 Exchanges of Interests in the Global Note” attached thereto). Notes
issued in definitive form will be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note 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.


     (c)  Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of:



		
	 	     (1) a written certificate from the Depositary, together with copies
of certificates from Euroclear and Clearstream certifying that they have
received certification of non-United States beneficial ownership of 100%
of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired
an interest therein during the Restricted Period pursuant to another
exemption from registration under the Securities Act and who will take
delivery of a beneficial ownership interest in a 144A Global Note or an
IAI Global Note bearing a Private Placement Legend, all as contemplated
by Section 2.06(b)(2) hereof); and
	 
	 	     (2) an Officer’s Certificate from the Company.



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


     (d)  Euroclear and Clearstream Procedures Applicable. The provisions of
the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Clearstream will be applicable to
transfers of beneficial interests in the Regulation S


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 Temporary Global Note and the Regulation S Permanent Global Notes that are
held by Participants through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.


     An Officer must sign the Notes for the Company and an Officer or director
of each Guarantor must sign such Guarantor’s Guarantee, in each case, by manual
or facsimile signature.


     If an Officer or director whose signature is on a Note or Guarantee no
longer holds that office at the time a Note or Guarantee is authenticated, the
Note or Guarantee 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 $105.0 million in aggregate principal amount.


     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate the 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.


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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 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; provided
that in no event shall the Regulation S Temporary Global Note be
exchanged by the Company for Definitive Notes prior to (x) the expiration
of the Restricted Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act.



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     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:



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



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	 	     (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;



provided that in no event shall Definitive Notes be issued upon the transfer or
exchange of beneficial interests in the Regulation S Temporary Global Note
prior to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903 under the
Securities Act.


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



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	 	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) any
Exchange Notes received by such Holder will be acquired in the
ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution of the Notes within the meaning of the Securities Act,
(iii) such Holder is not an “affiliate,” as defined in Rule 405 of
the Securities Act of the Company or if it is an affiliate, such
Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv)
it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Notes, (v) if such Holder is a
Broker-Dealer, that it will receive Exchange Notes for its own
account in exchange for 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 Exchange Notes and (vi) such
Holder has full power and authority to transfer the Notes in
exchange for the Exchange Notes, free and clear of any and all
Liens.
	 
	 	     (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



-38-






 




	 	 	 	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.



     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 to a
Non-U.S. Person in an offshore transaction in accordance with Rule
903 or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof,
	 
	 	     (D) if such beneficial interest is being transferred pursuant
to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;
	 
	 	     (E) 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;



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	 	     (F) 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
	 
	 	     (G) 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
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 Regulation S Temporary Global Note to
Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof,
a beneficial interest in the Regulation S Temporary Global Note may not
be exchanged for a Definitive Note or transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Registrar
of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule
903 or Rule 904.
	 
	 	     (3) 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) any Exchange Notes
received by such Holder will be acquired in the ordinary course of
business, (ii) such Holder will have no arrangements or
understanding with any person to participate in the distribution of
the Notes within the meaning of the Securities Act, (iii) such
Holder is not an “affiliate,” as defined in Rule 405 of the
Securities Act of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery
requirements of the Securities Act to the



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	 	extent applicable, (iv) it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Notes, (v) if
such Holder is a Broker-Dealer, that it will receive Exchange Notes
for its own account in exchange for 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 Exchange Notes and
(vi) such Holder has full power and authority to transfer the Notes
in exchange for the Exchange Notes, free and clear of any and all
Liens.
	 
	 	     (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 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.




		
	 	     (4) 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



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	 	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 to
a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof;
	 
	 	     (D) if such Restricted Definitive Note is being transferred
pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the
effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;
	 
	 	     (E) 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;
	 
	 	     (F) 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
	 
	 	     (G) if such Restricted Definitive Note is being transferred
pursuant to an effective registration statement under the
Securities Act, a certificate to the



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	 	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, in the case of clause (C) above, the
Regulation S 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 (i) any Exchange Notes received by such Holder
will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person
to participate in the distribution of the Notes within the meaning
of the Securities Act, (iii) such Holder is not an “affiliate,” as
defined in Rule 405 of the Securities Act of the Company or if it
is an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) it is not engaged in, and does not intend
to engage in, the distribution of the Exchange Notes, (v) if such
Holder is a Broker-Dealer, that it will receive Exchange Notes for
its own account in exchange for 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 Exchange Notes and
(vi) such Holder has full power and authority to transfer the Notes
in exchange for the Exchange Notes, free and clear of any and all
Liens;
	 
	 	     (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



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	 	     (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 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:



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




		
	 	     (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) any Exchange Notes received by such Holder
will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person
to participate in the distribution of the Notes within the meaning
of the Securities Act, (iii) such Holder is not an “affiliate,” as
defined in Rule 405 of the Securities Act of the Company or if it
is an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) it is not engaged in, and does not intend
to engage in, the distribution of the Exchange Notes, (v) if such
Holder is a Broker-Dealer, that it will receive Exchange Notes for
its own account in exchange for 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 Exchange Notes and
(vi) such Holder has full power and authority



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	 	to transfer the Notes in exchange for the Exchange Notes, free
and clear of any and all Liens;
	 
	 	     (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 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) any Exchange
Notes received by such Holder will be acquired in the ordinary course of
business, (ii) such Holder will have no arrangements or understanding
with any person to participate in the distribution of the Notes within
the meaning of the Securities Act, (iii) such Holder is not an
“affiliate,” as defined in Rule 405 of the Securities Act of the Company
or if it is an affiliate, such Holder will comply with the



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	 	registration and prospectus delivery requirements of the Securities
Act to the extent applicable, (iv) it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Notes, (v) if such
Holder is a Broker-Dealer, that it will receive Exchange Notes for its
own account in exchange for 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 Exchange Notes and (vi) such Holder has full
power and authority to transfer the Notes in exchange for the Exchange
Notes, free and clear of any and all Liens; 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 (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, RESOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF THIS
NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


     THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)
INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE
904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF


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 AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, OR (V) TO THE ISSUER, ITS SUBSIDIARIES OR ITS DIRECT OR
INDIRECT PARENT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”



		
	 	     (B) Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3),
(c)(4), (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 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.”



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



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“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.”


     (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 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, 3.10, 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 (i) during a period beginning at the opening of business 15
days before the day of



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	 	any selection of Notes for redemption under Section 3.02
hereof and ending at the close of business on the day of selection,
or (ii) during a period beginning at the opening of business 15
days before any Interest Payment Date and ending at the closing of
business on such Interest Payment Date;
	 
	 	     (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


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 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.



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 or
return to the Company 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.


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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.



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 Officer’s
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:



		
	 	     (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.



     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.


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     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 Sections 3.09 and 3.10 hereof, at least 30
days but not more than 60 days before a redemption date, the Company will mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, 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;
	 
	 	     (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
Officer’s 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.


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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 October 1, 2004, the Company may on any one or more
occasions redeem all or a part of the Notes upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date, if redeemed during the
twelve-month period beginning on October 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2004
	 	 	103.000	%
	2005
	 	 	101.500	%
	2006 and thereafter
	 	 	100.000	%



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     (b)  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 Cash Flow.


     In the event that the Company and its Subsidiaries have Excess Cash Flow
during any fiscal year of the Company (beginning with the fiscal year ending
December 31, 2003), within 120 days after the end of such fiscal year, the
Company must commence an offer (an “Excess Cash Flow Offer”) to all Holders to
purchase the maximum amount of Notes that may be purchased with 75% of Excess
Cash Flow for such fiscal year (the “Excess Cash Flow Offer Amount”), at a
purchase price in cash equal to 100% of the outstanding principal amount of the
Notes to be purchased, plus accrued and unpaid interest to the date of such
purchase; provided, however, that the Excess Cash Flow Offer Amount will be
reduced (but not below zero) by any amount necessary such that, after giving
effect to such Excess Cash Flow Offer, the Company and its Consolidated
Subsidiaries will have an aggregate of $20.0 million remaining of cash, Cash
Equivalents and revolving credit available under one or more Credit Facilities,
in each case measured as of the end of such fiscal year. In making an Excess
Cash Flow Offer, the Company shall follow the procedures specified below.


     The Excess Cash Flow 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
“Excess Cash Flow Offer Period”). No later than three Business Days after the
termination of the Excess Cash Flow Offer Period (the “Excess Cash Flow
Purchase Date”), the Company will apply all Excess Cash Flow (the “Excess Cash
Flow Offer Amount”) to the purchase of Notes (on a pro rata basis, if
applicable) or, if less than the Excess Cash Flow Offer Amount has been
tendered, all Notes tendered in response to the Excess Cash Flow Offer.
Payment for any Notes so purchased will be made in the same manner as interest
payments are made.


     If the Excess Cash Flow 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 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
Excess Cash Flow Offer.


     No later than 30 days prior to an Excess Cash Flow Purchase Date, 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
Excess Cash Flow Offer. The notice, which will govern the terms of the Excess
Cash Flow Offer, will state:

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	 	     (1) that an Excess Cash Flow Offer is being made pursuant to this
Section 3.09 hereof and the length of time the Excess Cash Flow Offer
will remain open;
	 
	 	     (2) the Excess Cash Flow Offer Amount, the purchase price and the
Excess Cash Flow Purchase Date (which must be no earlier than 30 days nor
later than 60 days from the date such notice is mailed, other than as may
be required by law);
	 
	 	     (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 Excess Cash Flow Offer will
cease to accrue interest after the Excess Cash Flow Purchase Date;
	 
	 	     (5) that Holders electing to have a Note purchased pursuant to an
Excess Cash Flow 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
Excess Cash Flow 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 Excess Cash Flow
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 Excess Cash Flow 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 surrendered by
Holders exceeds the Excess Cash Flow Offer Amount, the Company will
select the Notes to be purchased on a pro rata basis based on the
principal amount of Notes 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 the Excess Cash Flow Purchase Date, the Company will, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Excess Cash Flow Offer Amount of Notes or portions thereof tendered pursuant to
the Excess Cash Flow Offer, or if less than the Excess Cash Flow Offer Amount
has been tendered, all Notes tendered, and will deliver to the Trustee an
Officer’s Certificate stating the actual principal amount at maturity of such
Notes or portions thereof that 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


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 promptly (but in any case not later than five days after the Excess Cash
Flow 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 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; provided that each such new Note
will be in a principal amount at maturity of $1,000 or an integral multiple
thereto. 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 Excess Cash Flow Offer on the Excess Cash Flow Purchase Date.


     With respect to Notes held by DTC, the Company may effect an Excess Cash
Flow Offer through DTC’s “Automated Tender Offer Procedures”.


     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 Excess Cash Flow Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
3.09, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 3.09 by virtue of such conflict.


     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.



Section 3.10 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 containing provisions similar to
this Section 3.10 (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 in whose name a Note is
registered at the close of business on such record


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 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
3.10 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).



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     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 Officer’s Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 3.10. 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 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 3.10, any purchase
pursuant to this Section 3.10 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.



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


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 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.



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, copies of:



		
	 	     (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 8K 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, and in Management’s
Discussion and Analysis of Financial Condition and Results of Operations, of
condensed consolidating financial information with respect to 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 Company and all of the non-Guarantor Subsidiaries.


     (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.


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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 Officer’s Certificate stating that, in the
course of performing their duties as officers of the Company or the Guarantors,
as applicable, 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) 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, promptly upon any Officer becoming aware of any Default or
Event of Default, an Officer’s 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 covenant (to the extent that it may
lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any


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 time hereafter in force, that may affect the covenants or the performance
of this Indenture or the Security Documents; and the Company and each of the
Guarantors (to the extent that it may lawfully do so) hereby expressly waive
all benefit or advantage of any such law, and covenant that they shall not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but 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 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) 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 4.09 hereof; and



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	 	     (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 January 1, 2003 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 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:


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	 	     (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 Holdings, 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 Holdings, 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 Company) of other shares of Disqualified Stock of the Company;



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	 	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 Transition Services
Agreement;
	 
	 	     (10) payments in satisfaction of certain obligations under a joint
venture agreement relating to GE ECXpress (HK) Limited in an amount not
to exceed $4.0 million in the aggregate;
	 
	 	     (11) 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 Holdings
for tax purposes, payments or distributions to Holdings to fund, and in
an amount not to exceed, the actual cash taxes of Holdings 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 standalone basis at all times during their
existence; and
	 
	 	     (12) 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 Officer’s 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:

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	 	     (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 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 Credit
Agreement 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 this Indenture;
	 
	 	     (3) this Indenture, the Notes, the Subsidiary Guarantees and the
Security Documents;
	 
	 	     (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;



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	 	     (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;
	 
	 	     (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 Restrictions on Indebtedness


     (a)  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 2.50 to 1.0.


     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



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	 	Subsidiaries thereunder) not to exceed $105.0 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 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;
	 
	 	     (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 $5.0 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



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	 	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 4.17 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;
	 
	 	     (12) the incurrence by the Company or any of its Restricted
Subsidiaries 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 the Company’s 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.



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     For purposes of determining compliance with this Section 4.09(a), 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
Credit Agreement, 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.


     (b)  In addition to the restrictions on incurrence of Indebtedness set
forth in Section 4.09(a), the Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or suffer to exist or otherwise directly or indirectly become
or be liable, contingently or otherwise, with respect to, any Indebtedness
secured by any of the assets of the Company or any Subsidiary of the Company in
an aggregate principal amount at any time outstanding in excess of two times
EDI Services Revenues for the most recently ended two fiscal quarter period of
the Company.


     (c)  Accrual of interest or dividends, the accretion of accreted value or
original issue discount 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 Section 4.09.


     For purposes of determining compliance with any U.S. dollar-denominated
restriction on 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.



Section 4.10 Asset Sales.


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

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	 	     (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
Officer’s 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 Officer’s 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:

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


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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:




		
	 	     (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 Officer’s 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;



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	 	     (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) 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 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;
	 
	 	     (9) transactions with General Electric 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;
	 
	 	     (10) sales of Equity Interests, other than Disqualified Stock, of
the Company to Affiliates of the Company;
	 
	 	     (11) any transaction effected in connection with a Receivables
Facility permitted under Section 4.09 hereof; or
	 
	 	     (12) any transaction permitted 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 Subsidiaries 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.


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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
or 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), license 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 or such action as otherwise permitted by this Indenture.




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;



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	 	     (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, 3.10 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, 3.10 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;
	 
	 	     (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 Officer’s 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. 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


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 the requirements set forth in this Section 4.15 and Section 3.10 hereof
and purchases all Notes validly tendered and not withdrawn under the Change of
Control Offer.



Section 4.16 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, the Notes or
the Security Documents 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 4.17 Additional Subsidiary Guarantees and Liens.


     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 Subsidiaries, then that newly acquired or created Domestic
Subsidiary will become a Guarantor and (a) 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, (b) if such Domestic
Subsidiary grants any Lien upon any of its assets and property as security for
any Credit Agreement Obligations, execute any and all further Security
Documents, financing statements, agreements and instruments, upon substantially
the same terms as the security documents in respect of such Credit Agreement
Obligations, but subject to the Intercreditor Agreement, that grants the
Trustee a second-priority Lien upon such assets and property for the benefit of
the Holders and take all such actions (including the filing and recording of
financing statements, fixture filings, Mortgages and other documents) that may
be required under any applicable law, or which the Trustee may reasonably
request to create such second-priority Lien, all at the expense of the Company,
including all reasonable fees and expenses of counsel incurred by the Trustee
in connection therewith; provided that such Domestic Subsidiary shall not be
required to grant a second-priority Lien upon such property for the benefit of
the Holders if (i) a second-priority security interest in such property cannot
be granted or perfected under applicable law or (ii) such grant requires the
consent of any third party, which consent such Domestic Subsidiary is unable to
obtain using commercially reasonable efforts, and (c) deliver to the Trustee an
Opinion of Counsel, reasonably satisfactory to the Trustee, that such Guarantee
and any such Security Documents, as the case may be, are valid, binding and
enforceable obligations of such Subsidiary, subject to customary exceptions for
bankruptcy, fraudulent conveyance and equitable principles.


     If the Company or any Guarantor creates any additional Credit Facility
Liens upon any property not then part of the Collateral (other than Liens
granted solely to secure Hedging Obligations), the Company shall concurrently
grant a second-priority Lien (subject to Permitted Liens) upon such property as
security for the Obligations hereunder pursuant to documents comparable to the
applicable Security Documents (provided that if no such comparable Security
Document exists, pursuant to documents comparable to the documents being
delivered to the Credit Agent) and deliver an opinion of counsel as to the
granting and perfection of the Lien as


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 substantially delivered to the Trustee on the date of the issuance of the
Notes, satisfactory to the Trustee, within ten Business Days after the date on
which the Lien is granted or assumed.



Section 4.18 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 4.19 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 Officer’s 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 4.20 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



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	 	     (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’ 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(a); and



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	 	     (5) the Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental 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.


     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 Officer’s
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


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 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.



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;
	 
	 	     (2) the Company defaults in payment when due of the principal of, or
premium, if any, on the Notes;
	 
	 	     (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 written 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 written 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 or the Security Documents;
	 
	 	     (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); or



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	 	     (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) the Company or any of its Significant Subsidiaries pursuant to
or within the meaning of Bankruptcy Law:




		
	 	     (A) commences a voluntary case;
	 
	 	     (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




		
	 	     (9) 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 undischarged, unstayed or unremedied and
in effect for 60 consecutive days; or



		
	 	     (10) (a) any Subsidiary Guarantee or any Security Document or any
security interest granted thereby is held in any judicial proceeding to
be unenforceable or invalid, or ceases for any reason to be in full force
and effect and such default continues for ten days after written notice,
or (b) the Company or any Guarantor, or any Person acting on behalf of
the Company or any Guarantor, denies or disaffirms its obligations under
any Subsidiary Guarantee or Security Document.



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Section 6.02 Acceleration.


     In the case of an Event of Default specified in clauses (8) or (9) 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 (8) or (9) of Section 6.01 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 October 1, 2004 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 October 1,
2004 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 periods
set forth below, as set forth below (expressed as a percentage of principal
amount of the Notes on the date of payment that would otherwise be due but for
the provisions of this sentence):


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	Period	 	Percentage
	
	 	

	From the date of this Indenture until and including March 31, 2004
	 	 	106.000	%
	From April 1, 2004 until and including September 30, 2004
	 	 	104.500	%




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.



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:

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	 	     (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 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


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 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 (including any
Collateral Agent) 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 or any Collateral Agent for any
action taken or omitted by it as Trustee or as Collateral Agent, 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 or by any Collateral Agent, 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.


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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.


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     (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.


     (b)  Before the Trustee acts or refrains from acting, it may require an
Officer’s 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 Officer’s Certificate or Opinion of Counsel. 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, provided, however, that
the Trustee’s conduct does not constitute willful misconduct or negligence.


     (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


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 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 January 15 beginning with the January 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 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 such compensation for its
acceptance of this Indenture and services hereunder as agreed from time to time
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 and any
Collateral Agent against any and all losses, liabilities or expenses incurred
by them arising out of or in connection with the acceptance or administration
of their duties under this Indenture, including the reasonable costs and
expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending themselves 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
their powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to their negligence or bad faith. The Trustee
(or, if the claim is against a Collateral Agent, the applicable Collateral
Agent) will


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 notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee or a Collateral Agent 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 (or the
Collateral Agent, as applicable) 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.


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


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 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 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.


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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 Officer’s 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.



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
and 4.20 hereof and clause (4) of the first paragraph of Section 5.01 hereof
and the first sentence of the


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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



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	 	and at the same times as would have been the case if such Legal
Defeasance had not occurred;




		
	 	     (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 Officer’s 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 Officer’s 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 noncallable 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.


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     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 (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.


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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, the Notes or the Security Documents 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;
	 
	 	     (5) to comply with requirements of the Commission in order to effect
or maintain the qualification of this Indenture under the TIA;
	 
	 	     (6) to allow any Guarantor to execute a supplemental indenture
and/or a Subsidiary Guarantee with respect to the Notes; or
	 
	 	     (7) if necessary, in connection with any addition or release of
Collateral permitted under the terms of the indenture or Security
Documents.



     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.


     The Company shall be entitled to releases of the Collateral or the
Guarantees as described in Sections 10.03, 11.05 and 11.06 hereof. If the
Company wishes under other circumstances to obtain an amendment or waiver or
seek a consent under any Security Document or Guarantee, the Company may mail
written notice of its request to the Trustee and the Holders, specifying the
amendment, waiver or consent, the reason it is being sought and any other
information requested for the Holders to reasonably consider such matter. If
the Company does not receive written objections from Holders of at least 25% in
aggregate principal amount of the Notes within 20 Business Days after such
mailing, such amendment, waiver or consent shall be deemed


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 granted. If the Company receives such objections, then it shall not be
entitled to effect such amendment or waiver, and such consent shall not be
effective, unless the Company obtains the consent of the Holders of a majority
in outstanding principal amount of the Notes then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).



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
3.10, 4.10 and 4.15 hereof), the Subsidiary Guarantees, the Notes or the
Security Documents with the consent of the Holders of at least a majority in
principal amount of the Notes 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, the Notes or the Security Documents may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes 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 or other amendment, 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 or other amendment unless such amended
or supplemental Indenture or other amendment 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 or other amendment.


     It is not 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 may waive compliance in a particular instance by the Company
with any provision of this Indenture, the Notes or the Security Documents.
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;



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	 	     (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, 3.10, 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 or the Security Documents relating to the release of any Guarantor
from any of its Obligations under its Guarantee, this Indenture or the Security
Documents, 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.



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 or other
amendment 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 amended or supplemental Indenture or
other amendment until the Board of Directors approves it. In executing any
amended or supplemental indenture or other amendment, 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 Officer’s Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture or other amendment is
authorized or permitted by this Indenture.



ARTICLE 10.


COLLATERAL AND SECURITY



Section 10.01 Security Documents.


     The due and punctual payment of the principal of and interest and
Liquidated Damages, if any, on the Notes when and as the same shall be due and
payable, whether on an Interest Payment Date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest and Liquidated Damages, if any, on the Notes and performance of
all other obligations of the Company to the Holders or the Trustee under this
Indenture and the Notes, according to the terms hereunder or thereunder, are
secured as provided in the Security Documents which the Company and the
Guarantors have entered into simultaneously with the execution of this
Indenture, subject to the terms of the Intercreditor Agreement. Each Holder,
by its acceptance thereof, consents and agrees to the terms of the Security
Documents and the Intercreditor Agreement (including the provisions providing
for foreclosure and release of Collateral) as the same may be in effect or may
be amended from time to time in accordance with its terms or the terms hereof
and authorizes and directs the Collateral Agent to enter into the Security
Documents and to perform its obligations and exercise its rights thereunder in
accordance therewith. The Company shall deliver to the Trustee (if it is not
itself then the Collateral Agent) copies of all documents delivered to the
Collateral Agent pursuant to the Security Documents, and will do or cause to be
done all such acts and things as may be required by the next sentence of this
Section 10.01, to assure and confirm to the Trustee and the Collateral Agent
the security interest in the Collateral contemplated hereby, by the Security
Documents or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of
the Notes secured hereby,


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 according to the intent and purposes herein expressed. The Company shall
take, and shall cause its Restricted Subsidiaries to take, any and all actions
reasonably required to cause the Security Documents to create and maintain, as
security for the Obligations of the Company and the Guarantors hereunder, a
valid and enforceable perfected second-priority Lien and security interest in
and on 100% of the capital stock of, or other Equity Interests in, existing and
future Domestic Subsidiaries and 66% of the capital stock of, or other Equity
Interests in, existing and future first-tier Material Foreign Subsidiaries,
substantially all the personal property assets of the Company and the
Guarantors, all fee interests in real property assets and all Material
Leasehold Interests, in favor of the Collateral Agent for the benefit of the
Holders, second in priority (subject to Permitted Liens) to Credit Facility
Liens.



Section 10.02 Recording and Opinions.


     (a)  The Company will furnish to the Collateral Agent and the Trustee on
March 15 in each year beginning with March 15, 2003, an Opinion of Counsel,
which may be rendered by internal counsel to the Company, dated as of such
date, either:



		
	 	     (1) (A) stating that, in the opinion of such counsel, action has
been taken with respect to the recording, registering, filing,
re-recording, re-registering and re-filing of all supplemental
indentures, financing statements, continuation statements or other
instruments of further assurance as is necessary to maintain and perfect
the Lien of the Security Documents and reciting with respect to the
security interests in the Collateral the details of such action or
referring to prior Opinions of Counsel in which such details are given,
and (B) stating that, in the opinion of such counsel, based on relevant
laws as in effect on the date of such Opinion of Counsel, all financing
statements and continuation statements have been executed and filed that
are necessary as of such date and during the succeeding 12 months fully
to preserve, perfect and protect, to the extent such protection and
preservation are possible by filing, the rights of the Holders and the
Collateral Agent and the Trustee hereunder and under the Security
Documents with respect to the security interests in the Collateral; or
	 
	 	     (2) stating that, in the opinion of such counsel, no such action is
necessary to maintain and perfect such Lien and assignment.



     (b)  The Company will otherwise comply with the provisions of TIA Section
314(b).



Section 10.03 Release of Collateral/Additional Liens.


     (a)  Subject to subsections (b), (c) and (d) of this Section 10.03,
Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the
provisions of the Security Documents, the Intercreditor Agreement, or as
provided hereby. Whether prior to or after the Discharge of Credit Agreement
Obligations, upon the request of the Company pursuant to an Officer’s
Certificate certifying that all conditions precedent hereunder have been met
and without the consent of any Holder, the Company and the Guarantors will be
entitled to a release (or in the case of clause (3) below, a subordination) of
the security interests on assets included in the Collateral from the Liens
securing the Notes under any one or more of the following circumstances:

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	 	     (1) if all of the Credit Facility Liens on that asset are released;
provided that after giving effect to any such release, the Credit
Agreement Obligations of at least $25 million secured by the first
priority Liens on the remaining Collateral remain outstanding; provided
further, that no more than $2.0 million in value (as determined in good
faith by the Board of Directors) of assets may be so released in any
twelve-month period and no more than $5.0 million in value (as so
determined) of assets in the aggregate may be so released;
	 
	 	     (2) to enable the Company or any Guarantor to consummate any sale,
lease, conveyance or other disposition of any assets or rights permitted
or not prohibited under Section 4.10 hereof;
	 
	 	     (3) in respect of assets subject to a permitted purchase money lien;
	 
	 	     (4) if all of the stock of any Subsidiary of the Company that is
pledged as part of the Collateral is released or if any Subsidiary that
is a Guarantor is released from its Guarantee, such Subsidiary’s assets
will also be released; or
	 
	 	     (5) pursuant to an amendment, waiver or supplement in accordance
with Article 9 hereof;



provided that, in the case of a release requested under clauses (2), (3) or
(4), above, or a subordination under clause (3) above, the Credit Agent
concurrently releases (or in the case of a requested subordination under clause
(3) above, subordinates) the Credit Facility Liens with respect to the affected
assets and, provided further, that if there are any subordinated Liens on such
assets, such subordinated Liens are similarly released or subordinated.


     Upon receipt of such Officer’s Certificate, the Collateral Agent shall
execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release to evidence the release (or in the case of
clause (3) above, the subordination) of any Collateral permitted to be released
(or in the case of clause (3) above, subordinated) pursuant to this Indenture
or the Security Documents.


     (b)  Except as may be otherwise provided in the Security Documents, no
Collateral may be released from the Lien and security interest created by the
Security Documents pursuant to the provisions of the Security Documents unless
the Officer’s Certificate required by this Section 10.03 has been delivered to
the Collateral Agent.


     (c)  At any time when a Default or Event of Default has occurred and is
continuing and the maturity of the Notes has been accelerated (whether by
declaration or otherwise) and the Trustee has delivered a notice of
acceleration to the Collateral Agent, no release of Collateral pursuant to the
provisions of the Security Documents will be effective as against the Holders,
except as otherwise provided in the Security Documents.


     (d)  The release of any Collateral from the terms of this Indenture and the
Security Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms of the Security Documents and this
Indenture. To the extent applicable, the Company will cause TIA


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 Section 313(b), relating to reports, and TIA Section 314(d), relating to
the release of property or securities from the Lien and security interest of
the Security Documents and relating to the substitution therefor of any
property or securities to be subjected to the Lien and security interest of the
Security Documents, to be complied with. Any certificate or opinion required
by TIA Section 314(d) may be made by an Officer of the Company except in cases
where TIA Section 314(d) requires that such certificate or opinion be made by
an independent Person, which Person will be an independent engineer, appraiser
or other expert selected or approved by the Trustee and the Collateral Agent in
the exercise of reasonable care, and in accordance with TIA.



Section 10.04 Certificates and Opinions of Counsel.


     To the extent applicable, the Company will furnish to the Trustee and the
Collateral Agent, prior to each proposed release of Collateral pursuant to the
Security Documents:


     (a)  all documents required by TIA Section 314(d); and


     (b)  an Opinion of Counsel, which may be rendered by internal counsel to
the Company, to the effect that such accompanying documents constitute all
documents required by TIA Section 314(d).


     The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof,
accept as conclusive evidence of compliance with the foregoing provisions the
appropriate statements contained in such documents and such Opinion of Counsel.



Section 10.05 Certificates of the Trustee.


     In the event that the Company wishes to release Collateral in accordance
with the Security Documents at a time when the Trustee is not itself also the
Collateral Agent and has delivered the certificates and documents required by
the Security Documents and Sections 10.03 and 10.04 hereof, the Trustee will
determine whether it has received all documentation required by TIA Section
314(d) in connection with such release and, based on such determination and the
Opinion of Counsel delivered pursuant to Section 10.04(b), will deliver a
certificate to the Collateral Agent setting forth such determination.



Section 10.06 Authorization of Actions to be Taken by the Trustee Under the Security Documents.


     Subject to the provisions of Section 7.01 and 7.02 hereof and the
Intercreditor Agreement, the Trustee may, in its sole discretion and without
the consent of the Holders, direct, on behalf of the Holders, the Collateral
Agent to, take all actions it deems necessary or appropriate in order to:



		
	 	     (1) enforce any of the terms of the Security Documents; and
	 
	 	     (2) collect and receive any and all amounts payable in respect of
the Obligations of the Company hereunder.



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     Subject to the terms of the Intercreditor Agreement, the Trustee will have
power to institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Security Documents or this Indenture, and such
suits and proceedings as the Trustee may deem expedient to preserve or protect
its interests and the interests of the Holders in the Collateral (including
power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of
the Holders or of the Trustee).


     Without derogating from any other authority granted to the Trustee herein
or in the Notes, the Security Documents or any other document relating thereto,
each Holder hereby specifically (i) authorizes the Trustee to enter into pledge
agreements pursuant to Section 10.01 hereof with respect to the Capital Stock
of all existing and future first-tier Material Foreign Subsidiaries, which
pledge agreements may be governed by the laws of each of the jurisdictions of
formation of such Material Foreign Subsidiaries, including but not limited to
German, French, Dutch, Belgian, and English law, respectively (collectively,
the “Foreign Pledge Agreements”), as agent on behalf of each of the Holders,
with the effect that the Holders each become a secured party thereunder and
(ii) except as in connection with the Foreign Pledge Agreement governed by
English law, appoints the Trustee as its attorney-in-fact granting it the
powers to execute each of the Foreign Pledge Agreements in its name and on its
behalf, with the effect that the Holders each become a secured party
thereunder. With respect to each of the Foreign Pledge Agreements, the Trustee
has the power to sub-delegate to third parties its powers as attorney-in-fact
of each of the Holders.



Section 10.07 Authorization of Receipt of Funds by the Trustee Under the Security Documents.


     (a)  The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture.


     (b)  Without prejudice to the other provisions of the Indenture and for the
purpose of ensuring and preserving the validity and continuity of the security
rights granted and to be granted under or pursuant to the Dutch Share Pledge,
each of the Holders and the other parties hereto hereby acknowledges and
consents to the pledgor undertaking in the Dutch Share Pledge (the “Pledgor”)
to pay to the Trustee as pledgee thereunder, in its own capacity and not as
agent or trustee, amounts which are (a) equal to the amounts due from time to
time by the Company under or with respect to the Obligations as defined in the
Dutch Share Pledge (the “Relevant Liabilities”), and (b) due and payable at the
same time as the corresponding amounts under the Relevant Liabilities are or
shall be due and payable (such payment undertaking and the obligations and
liabilities of the Pledgor resulting therefrom, the “Parallel Debt”).


     The Holders and the other parties hereto hereby agree that the Parallel
Debt is a claim of the Trustee which is separate and independent from, and
without prejudice to, the claims of the Holders in respect of the Relevant
Liabilities, and is not a claim which is held jointly with the Holders,
provided that to the extent any amount is irreversibly paid to and received by
the


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 Trustee in payment of the Parallel Debt, the total amount due and payable
in respect of the Relevant Liabilities shall be decreased as if such amount
were received by the Holders or any of them in payment of the corresponding
Relevant Liabilities. The Trustee, acting in its own capacity, hereby agrees to
apply all proceeds that it receives in connection with any enforcement action
taken under or pursuant to the Dutch Share Pledge or otherwise in satisfaction
in whole or in part of the Parallel Debt, mutatis mutandis in accordance with
the provisions of this Indenture for the application of proceeds by the
Trustee.



Section 10.08 Termination of Security Interest.


     The Trustee will, at the request of the Company, deliver a certificate to
the Collateral Agent stating that all Obligations under the Notes, the
Guarantees, this Indenture and the Security Documents have been paid in full,
and instruct the Collateral Agent to take the actions set forth in the next
sentence pursuant to this Indenture and the Security Documents upon (1) payment
in full of the principal of, accrued and unpaid interest and Liquidated
Damages, if any, on the Notes and all other Obligations under this Indenture,
the Guarantees and the Security Documents that are due and payable at or prior
to the time such principal, accrued and unpaid interest and Liquidated Damages,
if any, are paid, (2) a satisfaction and discharge of this Indenture as
described in Article 12 or (3) a legal defeasance or covenant defeasance as
described in Article 8. Upon receipt of such instruction, the Collateral Agent
shall execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release to evidence the release of all such Liens.



Section 10.09 Collateral Agent.


     (a)  The Trustee shall act as Collateral Agent and shall be authorized to
appoint co-Collateral Agents as necessary in its sole discretion. Except as
otherwise explicitly provided herein or in the Security Documents, neither the
Collateral Agent nor any of its respective officers, directors, employees or
agents shall be liable for failure to demand, collect or realize upon any of
the Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Collateral upon the request of any other
Person or to take any other action whatsoever with regard to the Collateral or
any part thereof. The Collateral Agent shall be accountable only for amounts
that it actually receives as a result of the exercise of such powers, and
neither the Collateral Agent nor any of its officers, directors, employees or
agents shall be responsible for any act or failure to act hereunder, except for
its own willful misconduct, negligence or bad faith.


     (b)  The Trustee, as Collateral Agent, is authorized and directed to (i)
enter into the Security Documents, (ii) bind the Holders on the terms as set
forth in the Security Documents and (iv) perform and observe its obligations
under the Security Documents.


     (c)  If the Company (i) incurs Indebtedness constituting Credit Agreement
Obligations at any time when no Intercreditor Agreement is in effect or at any
time when Indebtedness constituting Credit Agreement Obligations entitled to
the benefit of an existing Intercreditor Agreement is concurrently retired, and
(ii) delivers to the Collateral Agent an Officer’s Certificate so stating and
requesting the Collateral Agent to enter into an intercreditor agreement in
favor of a designated agent or representative for the holders of the
Indebtedness so incurred,


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 the Collateral Agent shall (and is hereby authorized and directed to) (A)
enter into such documents and agreements (including amendments or supplements
to the Intercreditor Agreement) as the Company or the new Credit Agent shall
request in order to provide to the new Credit Agent the rights of the Credit
Agent contemplated by the Intercreditor Agreement and (ii) deliver to the
Credit Agent the Collateral perfected by possession together with any necessary
endorsements (or otherwise allow such Credit Agent to obtain control of such
Collateral).



Section 10.10 Designations.


     For purposes of the provisions hereof and the Intercreditor Agreement
requiring the Company to designate Indebtedness for the purposes of the term
“Credit Agreement,” “Credit Agreement Obligations”, “First-Lien Credit
Facilities” or any other such designations hereunder or under the Intercreditor
Agreement, any such designation shall be sufficient if the relevant designation
is set forth in writing, signed on behalf of the Company by an Officer and
delivered to the Trustee, the Collateral Agent and the Credit Agent. For all
purposes hereof and the Intercreditor Agreement, the Company hereby designates
the Credit Facilities provided pursuant to the Credit Agreement as the
“First-Lien Credit Facility” and any Obligations in respect of the Credit
Agreement as “Credit Agreement Obligations”.



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 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


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 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 this 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 4.17 hereof, the
Company will cause such Domestic Subsidiary to comply with the provisions of
Section 4.17 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, the Security Documents
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


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 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.



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
Officer’s 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 Release Following Designation as an Unrestricted Subsidiary.


     In the event the Company designates any Guarantor as an Unrestricted
Subsidiary in accordance with Section 4.18, 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:

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	 	     (1) either:




		
	 	     (A) all Notes that have been authenticated (except lost,
stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust and
thereafter repaid to the 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 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 Officer’s 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


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 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.



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

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



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     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 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 Officer’s 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.



-111-






 




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 Officer’s Certificate or
a certificate of a public official.




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.


-112-






 



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.



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S I G N A T U R E S

Dated as of March 21, 2003



	 	 	 	 	 
	 	 	 	 	GXS CORPORATION, a Delaware Corporation
	 
	 
	 	 	
By:
	 	/s/ Michael Salvati



Name:  Michael Salvati

Title: Senior Vice President, Chief

Financial Officer & Treasurer
	 	 	 	 	 
	 
	 	 	 	 	GLOBAL EXCHANGE SERVICES, INC., a Delaware
corporation
	 
	 
	 	 	
By:
	 	/s/ Michael Salvati



Name:  Michael Salvati

Title: Senior Vice President, Chief

Financial Officer & Treasurer
	 
	 	 	 	 	 
	 	 	 	 	GLOBAL EXCHANGE SERVICES HOLDINGS, INC., a
Delaware corporation
	 	 	 	 	 
	 
	 	 	
By:
	 	/s/ Michael Salvati



Name:  Michael Salvati

Title:    President
	 
	 	 	 	 	 
	 	 	 	 	GXS INTERNATIONAL, INC., a Delaware
corporation
	 	 	 	 	 
	 
	 	 	
By:
	 	/s/ David Goldberg



Name:   David Goldberg

Title:     Director
	 
	 	 	 	 	 
	 	 	 	 	TPN REGISTER, L.L.C., a Delaware limited
liability company
	 	 	 	 	 
	 	 	

By:
	 	GLOBAL EXCHANGE SERVICES HOLDINGS, INC., Sole Member
	 	 	
    

	 	 	 	 	 
	 
	 	 	
By:
	 	/s/ Michael Salvati



Name:  Michael Salvati

Title:    President
	 
	 	 	 	 	 
	 	 	 	 	WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
	 	 	 	 	 
	 
	 	 	
By:
	 	/s/ Frank McDonald



Name:   Frank McDonald

Title:     Vice President



S-1






 


Schedule I


SCHEDULE OF GUARANTORS


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



	 	 	1. Global eXchange Services, Inc.
	 
	 	 	2. Global eXchange Services Holdings, Inc.
	 
	 	 	3. GXS International, Inc.
	 
	 	 	4. TPN Register, L.L.C.



I-1






 



EXHIBIT A


[Face of Note]
_______________________________________________________________________________________________


CUSIP/CINS _____________


Senior Secured Floating Rate Notes due 2008



	 	 	 	 	 
	No. ________________	 	 	 	$105,000,000




GXS CORPORATION




promises to pay to __________________________________________


or registered assigns,

the principal sum of ________________________________________________________________________________________


Dollars on July 15, 2008.

Interest Payment Dates: January 15 and July 15

Record Dates: January 1 and July 1

Dated:



	 	 	 	 
	 	GXS CORPORATION
	 
	 	 	 	 
	 
	 	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 Secured Floating Rate Notes due 2008


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


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


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


     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
at a rate equal to LIBOR (which, as defined, will not be less than 3.0%
per annum) for six-month U.S. dollar deposits for the applicable Interest
Accrual Period plus 9.0% per annum, and shall pay the Liquidated Damages,
if any, payable pursuant to Section 4 of the Registration Rights
Agreement referred to below. The Company will pay interest and
Liquidated Damages, if any, semiannually in arrears on January 15 and
July 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
July 15, 2003. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. On any Interest Payment Date, the Company shall
also pay in cash such amount of accrued original issue discount on the
Notes (as determined by the Company), 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. If the Company must make a payment in accordance with the
preceding sentence, the Company shall notify the Trustee in writing of
the amount of such payment at least five Business Days before the
applicable Interest Payment Date. The preceding two sentences 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.
	 
	 	     (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 Notes at the close of business on
the January 1 or July 1 next preceding the Interest Payment Date, even if
such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. 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,



A-2






 




		
	 	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.
	 
	 	     (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank
Minnesota, National Association, 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 March 21, 2003 (the “Indenture”) among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated
in the Indenture and these 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 secured on a second-priority basis by the
Lien created by the Security Documents pursuant to, and subject to the
terms of, the Indenture and the Intercreditor Agreement.
	 
	 	     (5) OPTIONAL REDEMPTION.
	 
	 	     (a) At any time after October 1, 2004, the Company may on any one or
more occasions redeem all or a part of the Notes upon not less than 30
nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Liquidated Damages, if any, to the redemption date, if
redeemed during the twelve-month period beginning on October 1 of the
years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2004
	 	 	103.000	%
	2005
	 	 	101.500	%
	2006 and thereafter
	 	 	100.000	%



     (b)  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.


A-3






 



		
	 	     (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) In the event that the Company and its Subsidiaries have Excess
Cash Flow during any fiscal year of the Company (beginning with the
fiscal year ending December 31, 2003), within 120 days after the end of
such fiscal year, the Company must commence an offer (an “Excess Cash
Flow Offer”) to all Holders pursuant to Section 3.09 of the Indenture to
purchase the maximum amount of Notes that may be purchased with 75% of
Excess Cash Flow for such fiscal year (the “Excess Cash Flow Offer
Amount”), at a purchase price in cash equal to 100% of the outstanding
principal amount of the Notes to be purchased, plus accrued and unpaid
interest to the date of such purchase; provided, however, that the Excess
Cash Flow Offer Amount will be reduced (but not below zero) by any amount
necessary such that, after giving effect to such Excess Cash Flow Offer,
the Company and its Consolidated Subsidiaries will have an aggregate of
$20.0 million remaining of cash, Cash Equivalents and revolving credit
available under one or more Credit Facilities, in each case measured as
of the end of such fiscal year. If any Excess Cash Flow remains after
consummation of an Excess Cash Flow Offer, the Company may use such
Excess Cash Flow for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes tendered into such
Excess Cash Flow Offer exceeds the Excess Cash Flow Amount, the Trustee
shall select the Notes to be purchased on a pro rata basis. Holders of
Notes that are the subject of an offer to purchase will receive an Excess
Cash Flow Offer from the Company prior to any related purchase date and
may elect to have such Notes purchased by completing the form entitled
“Option of Holder to Elect Purchase” on the reverse of the Notes.
	 
	 	     (c) 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 3.10 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



A-4






 




		
	 	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 such Notes purchased by completing the form entitled
“Option of Holder to Elect Purchase” on the reverse of the Notes.
	 
	 	     (8) NOTICE OF REDEMPTION. 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.
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 (i) 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, or
(ii) during a period beginning at the opening of business 15 days before
any Interest Payment Date and ending at the closing of business on such
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, the Notes or the
Security Documents may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then
outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture, the Subsidiary
Guarantees, the Notes or the Security Documents may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Subsidiary Guarantees, the Notes or
the Security Documents may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes
in



A-5






 




		
	 	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 allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Subsidiary Guarantee with respect to the Notes, or if
necessary, in connection with any addition or release of Collateral
permitted under the terms of this Indenture or Security Documents.
	 
	 	     (12) DEFAULTS AND REMEDIES. Events of Default include: (i) the
Company defaults for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes; (ii) the Company defaults
in payment when due of the principal of, or premium, if any, on the
Notes; (iii) failure by the Company or any of its Restricted 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 or the Security Documents; (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) certain events of bankruptcy or
insolvency described in the Indenture with respect to the Company or any
of its Significant Subsidiaries; and (x) (a) any Guarantee or any
Security Document or any security interest granted thereby is held in any
judicial proceeding to be unenforceable or invalid, or ceases for any
reason to be in full force and effect and such default continues for ten
days after written notice, or (b) the Company or any Guarantor, or any
Person acting on behalf of the Company or any Guarantor, denies or
disaffirms its obligations under any Guarantee or Security Document. 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



A-6






 




		
	 	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 b
y 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) 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.
	 
	 	     (14) 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, the Indenture
or the Security Documents 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.
	 
	 	     (15) AUTHENTICATION. This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.
	 
	 	     (16) 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).
	 
	 	     (17) 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 March 21, 2003, among the
Company, the Guarantors and the other parties named on the signature
pages thereof (the “Registration Rights Agreement”).
	 
	 	     (18) 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



A-7






 




		
	 	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-8






 


ASSIGNMENT FORM


     To assign this Note, fill in the form below:


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







(Insert assignee’s legal name)             
             
                  
      







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






























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


and irrevocably appoint




to transfer this Note on the books of the 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 3.09, 4.10 or 4.15 of the Indenture, check the appropriate box
below:



	 	 	 	 	 	 	 	 	 
	o	 	
Section 3.09
	 	o	 	Section 4.10
	 	o Section 4.15



     If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 3.09, 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 of
	 	 	 	 	 	 	 	 	this Global Note	 	 	Signature of
	 	 	 	Amount of decrease	 	Amount of increase	 	 	following such	 	 	authorized officer
	 	 	 	in Principal Amount	 	in Principal Amount	 	 	decrease (or	 	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	 	increase)	 	 	Custodian
	
	 	
	 	
	 	 	
	 	 	






 






 



EXHIBIT B


FORM OF CERTIFICATE OF TRANSFER


GXS Corporation

100 Edison Park Drive

Gaithersburg, MD 20878



[Registrar address block]


     Re: Senior Secured Floating Rate Notes due 2008


     Reference is hereby made to the Indenture, dated as of March 21, 2003 (the
“Indenture”), among GXS Corporation, as issuer (the “Company”), the Guarantors
named on the signature pages thereto and Wells Fargo Bank Minnesota, National
Association, 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 if Transferee will take delivery of a beneficial interest in the
Temporary Regulation S Global Note, the Regulation S Global Note or a
Definitive Note pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a


B-1






 



designated offshore securities market and neither such Transferor nor any
Person acting on its behalf knows that the transaction was prearranged with a
buyer in the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than the Initial Purchaser). Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note, the Temporary Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.


     3.     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)   o such Transfer is being effected to the Company or a subsidiary
thereof; or


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


B-2






 



 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.



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



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



     (b) o Check if Transfer is Pursuant to 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]
	 	 	 	 	 	 	 
	 	 	 	 	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 362384 AD 1), or
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	o
	 	Regulation S Global Note (CUSIP U40429 AA 7), or
	 	 	 	 	 	 	 
	 	 	
(iii)
	 	o	 	IAI Global Note (CUSIP 362384 AF 9); 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 362384 AD 1), or
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	o
	 	Regulation S Global Note (CUSIP U40429 AA 7), or
	 	 	 	 	 	 	 
	 	 	
(iii)
	 	o
	 	IAI Global Note (CUSIP 362384 AF 9), or
	 	 	 	 	 	 	 
	 	 	
(iv)
	 	o
	 	Unrestricted Global Note (CUSIP 362384 AF 6); or
	 	 	 	 	 	 	 




	 	(b)	 	o  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 Secured Floating Rate Notes due 2008


(CUSIP __________)


     Reference is hereby made to the Indenture, dated as of March 21, 2003 (the
“Indenture”), among GXS Corporation, as issuer (the “Company”), the Guarantors
named on the signature pages thereto and Wells Fargo Bank Minnesota, National
Association, 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


C-1






 



 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 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]  o 144A Global
 Note,   o Regulation S Global
 Note,   o 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


C-2






 



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-3






 


EXHIBIT D


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


GXS Corporation

100 Edison Park Drive

Gaithersburg, MD 20878


[Registrar address block]


     Re: Senior Secured Floating Rate Notes due 2008


     Reference is hereby made to the Indenture, dated as of March 21, 2003 (the
“Indenture”), among GXS Corporation, as issuer (the “Company”), the guarantors
named on the signature pages thereto and Wells Fargo Bank Minnesota, National
Association, 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 famished 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


D-1






 



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 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:	 	 


	 	 



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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 March 21, 2003 (the “Indenture”) among
GXS Corporation, (the “Company”, the Guarantors listed on Schedule I thereto
and Wells Fargo Bank Minnesota, National Association, 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:



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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,
National Association, as trustee under the indenture referred to below (the
“Trustee”).


WITNESSETH


     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of March 21, 2003 providing for the
issuance of an aggregate principal amount of up to $105.0 million of Senior
Secured Floating Rate Notes due 2008 (the “Notes”);


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



F-1






 




		
	 	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 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.



F-2






 




		
	 	     (h) The Guarantors shall have the right to seek contribution from
any nonpaying 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.



     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 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:




		
	 	     (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



F-3






 




		
	 	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
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 Officer’s 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.     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.


     7.     NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL


F-4






 



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.


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


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


     10.     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.


     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:	 	 
	 
	 	 	 	 	 
	 
	 	 	GLOBAL EXCHANGE SERVICES, INC.
	 
	 	 	 	 	 
	 
	 	 	By:	 	 



	 	 	Name:

Title:	 	 




F-5






 



	 	 	 	 
	 
	 	GLOBAL EXCHANGE SERVICES HOLDINGS, INC.
	 
	 	 	 	 
	 
	 	By:	 	 



	 	Name:

Title:	 	 
	 
	 
	 	GXS INTERNATIONAL, INC.
	 
	 	 	 	 	 
	 
	 	By:	 	 



	 	Name:

Title:	 	 
	 
	 	 	 	 
	 
	 	TPN REGISTER, L.L.C.
	 
	 	 	 	 
	 
	 	By:	 	GLOBAL EXCHANGE
SERVICES

HOLDINGS, INC., Sole Member
	 
	 	 	 	 
	 	By:	 	 



	 	Name:

Title:	 	 
	 
	 	 	 	 
	 
	 	WELLS FARGO BANK MINNESOTA, NATIONAL

ASSOCIATION, as Trustee
	 
	 	 	 	 
	 
	 	By:	 	 



Authorized Signatory




F-6