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Exhibit 4.1    
    


        The Titan Corporation


  (as Issuer) 


ACS TECHNOLOGIES, INC.

ATLANTIC AEROSPACE ELECTRONICS CORPORATION

AVERCOM CORPORATION

BTG, INC.

BTG TECHNOLOGY RESOURCES, INC.

BTG TECHNOLOGY SYSTEMS, INC.

BTG SYSTEMS ENGINEERING, INC.

C&N ENTERPRISES, INC.

CALIFORNIA TUBE LABORATORY, INC.

CAYENTA EUTILITY SOLUTIONS—EMUNICIPAL SOLUTIONS, INC.

CAYENTA OPERATING LLC

CONCEPT AUTOMATION, INC. OF AMERICA

DATACENTRIC AUTOMATION CORPORATION

DBA SYSTEMS, INC.

DELFIN SYSTEMS

DELTA CONSTRUCTION MANAGEMENT, INC.

GLOBALNET, INC.

GLOBALNET INTERNATIONAL, LLC

HORIZONS SERVICES COMPANY, INC.

INTERMETRICS INTERNATIONAL, INC.

INTERMETRICS SECURITIES, INC.

INTERNATIONAL SYSTEMS, LLC

JAYCOR, INC.

LINCOM CORPORATION

LINCOM WIRELESS, LLC

LINKABIT WIRELESS LLC

MICROLITHICS CORPORATION

MIDNIGHT OIL SERVICES, INC.

MJR ASSOCIATES, INC.

NATIONS, INC.

PROCOM SERVICES, INC.

PROGRAM SUPPORT ASSOCIATES, INC.

PULSE ENGINEERING, INC.

PULSE SCIENCES, INC.

RW CONSULTANTS, INC.

RESEARCH PLANNING, INC.

SENCOM CORPORATION

STAC, INC.

TITAN AFRICA, INC.

TITAN SCAN TECHNOLOGIES CORPORATION

TITAN VIGIL, INC.

TITAN WIRELESS AFRIPA HOLDINGS, INC.





 
TITAN WIRELESS, INC.

TOMOTHERAPEUTICS, INC.

UNIDYNE, LLC

UNIVISION TECHNOLOGIES, INC.

VISICOM LABORATORIES, INC.

WAVESCIENCES, INC.


(each
a Guarantor)


  8% Senior Subordinated Notes due 2011 




INDENTURE  


Dated as of May 15, 2003 




Deutsche Bank Trust Company Americas
  (as Trustee) 


2






  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE I	 	 	 	 
	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 	3
	 	SECTION 1.1	 	DEFINITIONS	 	3
	 	SECTION 1.2	 	OTHER DEFINITIONS	 	22
	 	SECTION 1.3	 	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	 	22
	 	SECTION 1.4	 	RULES OF CONSTRUCTION	 	22
	
ARTICLE II	
 	

 	
 	

 
	 	THE NOTES	 	23
	 	SECTION 2.1	 	FORM AND DATING	 	23
	 	SECTION 2.2	 	EXECUTION AND AUTHENTICATION	 	23
	 	SECTION 2.3	 	REGISTRAR, PAYING AGENT AND DEPOSITARY	 	24
	 	SECTION 2.4	 	PAYING AGENT TO HOLD MONEY IN TRUST	 	24
	 	SECTION 2.5	 	HOLDER LISTS	 	24
	 	SECTION 2.6	 	TRANSFER AND EXCHANGE	 	24
	 	SECTION 2.7	 	REPLACEMENT NOTES	 	34
	 	SECTION 2.8	 	OUTSTANDING NOTES	 	35
	 	SECTION 2.9	 	TREASURY NOTES	 	35
	 	SECTION 2.10	 	TEMPORARY NOTES	 	35
	 	SECTION 2.11	 	CANCELLATION	 	35
	 	SECTION 2.12	 	DEFAULTED INTEREST	 	36
	 	SECTION 2.13	 	CUSIP NUMBERS	 	36
	 	SECTION 2.14	 	ISSUANCE OF ADDITIONAL NOTES	 	37
	
REDEMPTION	
 	

38
	 	SECTION 3.1	 	NOTICES TO TRUSTEE	 	38
	 	SECTION 3.2	 	SELECTION OF NOTES TO BE REDEEMED	 	38
	 	SECTION 3.3	 	NOTICE OF REDEMPTION	 	38
	 	SECTION 3.4	 	EFFECT OF NOTICE OF REDEMPTION	 	39
	 	SECTION 3.5	 	DEPOSIT OF REDEMPTION PRICE	 	39
	 	SECTION 3.6	 	NOTES REDEEMED IN PART	 	39
	 	SECTION 3.7	 	OPTIONAL REDEMPTION	 	39
	 	SECTION 3.8	 	MANDATORY REDEMPTION	 	40
	
ARTICLE IV	
 	

 	
 	

 
	 	COVENANTS	 	41
	 	SECTION 4.1	 	PAYMENT OF NOTES	 	41
	 	SECTION 4.2	 	MAINTENANCE OF OFFICE OR AGENCY	 	41
	 	SECTION 4.3	 	SEC REPORTS AND REPORTS TO HOLDERS	 	42
	 	SECTION 4.4	 	COMPLIANCE CERTIFICATE	 	42
	 	SECTION 4.5	 	TAXES	 	42
	 	SECTION 4.6	 	STAY, EXTENSION AND USURY LAWS	 	42
	 	SECTION 4.7	 	LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED CAPITAL STOCK	 	43
	 	SECTION 4.8	 	LIMITATION ON LIENS	 	44
	 	SECTION 4.9	 	LIMITATION ON RESTRICTED PAYMENTS	 	44
	 	SECTION 4.10	 	LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES	 	46
	 	 	 	 	 






iii





 

	 	SECTION 4.11	 	LIMITATION ON TRANSACTIONS WITH AFFILIATES	 	47
	 	SECTION 4.12	 	LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK	 	47
	 	SECTION 4.13	 	REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL	 	50
	 	SECTION 4.14	 	LIMITATION ON LAYERING	 	51
	 	SECTION 4.15	 	SUBSIDIARY GUARANTORS	 	51
	 	SECTION 4.16	 	LIMITATION ON STATUS AS INVESTMENT COMPANY	 	52
	 	SECTION 4.17	 	MAINTENANCE OF PROPERTIES AND INSURANCE	 	52
	 	SECTION 4.18	 	CORPORATE EXISTENCE	 	52
	
ARTICLE V	
 	

 	
 	

 
	 	SUCCESSORS	 	53
	 	SECTION 5.1	 	MERGER, CONSOLIDATION OR SALE OF ASSETS	 	53
	 	SECTION 5.2	 	SUCCESSOR CORPORATION SUBSTITUTED	 	53
	
ARTICLE VI	
 	

 	
 	

 
	 	DEFAULTS AND REMEDIES	 	53
	 	SECTION 6.1	 	EVENTS OF DEFAULT	 	53
	 	SECTION 6.2	 	ACCELERATION	 	54
	 	SECTION 6.3	 	OTHER REMEDIES	 	56
	 	SECTION 6.4	 	WAIVER OF PAST DEFAULTS	 	56
	 	SECTION 6.5	 	CONTROL BY MAJORITY	 	56
	 	SECTION 6.6	 	LIMITATION ON SUITS	 	56
	 	SECTION 6.7	 	RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT	 	57
	 	SECTION 6.8	 	COLLECTION SUIT BY TRUSTEE	 	57
	 	SECTION 6.9	 	TRUSTEE MAY FILE PROOFS OF CLAIM	 	57
	 	SECTION 6.10	 	PRIORITIES	 	58
	 	SECTION 6.11	 	UNDERTAKING FOR COSTS	 	58
	
ARTICLE VII	
 	

 	
 	

 
	 	TRUSTEE	 	58
	 	SECTION 7.1	 	DUTIES OF TRUSTEE	 	58
	 	SECTION 7.2	 	RIGHTS OF TRUSTEE	 	59
	 	SECTION 7.3	 	INDIVIDUAL RIGHTS OF TRUSTEE	 	60
	 	SECTION 7.4	 	TRUSTEE'S DISCLAIMER	 	60
	 	SECTION 7.5	 	NOTICE OF DEFAULTS	 	60
	 	SECTION 7.6	 	REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES	 	60
	 	SECTION 7.7	 	COMPENSATION AND INDEMNITY	 	61
	 	SECTION 7.8	 	REPLACEMENT OF TRUSTEE	 	61
	 	SECTION 7.9	 	SUCCESSOR TRUSTEE BY MERGER, ETC.	 	62
	 	SECTION 7.10	 	ELIGIBILITY; DISQUALIFICATION	 	62
	 	SECTION 7.11	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	 	63
	
ARTICLE VIII	
 	

 	
 	

 
	 	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	63
	 	SECTION 8.1	 	OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE	 	63
	 	SECTION 8.2	 	LEGAL DEFEASANCE AND DISCHARGE	 	63
	 	SECTION 8.3	 	COVENANT DEFEASANCE	 	63
	 	 	 	 	 



iv





 

	 	SECTION 8.4	 	CONDITIONS TO LEGAL OR COVENANT DEFEASANCE	 	64
	 	SECTION 8.5	 	DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	 	65
	 	SECTION 8.6	 	REPAYMENT TO COMPANY	 	65
	 	SECTION 8.7	 	REINSTATEMENT	 	66
	
ARTICLE IX	
 	

 	
 	

 
	 	AMENDMENT, SUPPLEMENT AND WAIVER	 	66
	 	SECTION 9.1	 	WITHOUT CONSENT OF HOLDERS OF NOTES	 	66
	 	SECTION 9.2	 	WITH CONSENT OF HOLDERS OF NOTES	 	67
	 	SECTION 9.3	 	COMPLIANCE WITH TRUST INDENTURE ACT	 	68
	 	SECTION 9.4	 	REVOCATION AND EFFECT OF CONSENTS	 	68
	 	SECTION 9.5	 	NOTATION ON OR EXCHANGE OF NOTES	 	68
	 	SECTION 9.6	 	TRUSTEE TO SIGN AMENDMENTS, ETC.	 	69
	
ARTICLE X	
 	

 	
 	

 
	 	GUARANTEES	 	69
	 	SECTION 10.1	 	GUARANTEES	 	69
	 	SECTION 10.2	 	EXECUTION AND DELIVERY OF GUARANTEES	 	70
	 	SECTION 10.3	 	GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS	 	70
	 	SECTION 10.4	 	RELEASE OF GUARANTORS	 	71
	 	SECTION 10.5	 	LIMITATION OF GUARANTOR'S LIABILITY; CERTAIN BANKRUPTCY EVENTS	 	72
	 	SECTION 10.6	 	APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE GUARANTORS	 	72
	 	SECTION 10.7	 	SUBORDINATION OF GUARANTEES	 	72
	
ARTICLE XI	
 	

 	
 	

 
	 	SUBORDINATION	 	73
	 	SECTION 11.1	 	NOTES SUBORDINATED TO SENIOR DEBT	 	73
	 	SECTION 11.2	 	NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES	 	73
	 	SECTION 11.3	 	NOTES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT ON DISSOLUTION, LIQUIDATION OR REORGANIZATION	 	74
	 	SECTION 11.4	 	HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT	 	75
	 	SECTION 11.5	 	RELATIVE RIGHTS	 	75
	 	SECTION 11.6	 	TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE	 	75
	 	SECTION 11.7	 	APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT	 	75
	 	SECTION 11.8	 	SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY, THE GUARANTORS OR HOLDERS OF SENIOR DEBT	 	76
	 	SECTION 11.9	 	HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF NOTES	 	76
	 	SECTION 11.10	 	RIGHT OF TRUSTEE TO HOLD SENIOR DEBT	 	77
	 	 	 	 	 





v





 

	 	SECTION 11.11	 	ARTICLE XI NOT TO PREVENT EVENTS OF DEFAULT	 	77
	 	SECTION 11.12	 	NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR DEBT	 	77
	
ARTICLE XII	
 	

 	
 	

 
	 	MISCELLANEOUS	 	77
	 	SECTION 12.1	 	TRUST INDENTURE ACT CONTROLS	 	77
	 	SECTION 12.2	 	NOTICES	 	78
	 	SECTION 12.3	 	COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES	 	79
	 	SECTION 12.4	 	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	 	79
	 	SECTION 12.5	 	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION	 	79
	 	SECTION 12.6	 	RULES BY TRUSTEE AND AGENTS	 	79
	 	SECTION 12.7	 	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS	 	79
	 	SECTION 12.8	 	GOVERNING LAW	 	80
	 	SECTION 12.9	 	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	 	80
	 	SECTION 12.10	 	SUCCESSORS	 	80
	 	SECTION 12.11	 	SEVERABILITY	 	80
	 	SECTION 12.12	 	COUNTERPART ORIGINALS	 	80
	 	SECTION 12.13	 	TABLE OF CONTENTS, HEADINGS, ETC.	 	80
	
EXHIBIT A	
 	

 	
 	

 
	 	[FORM OF NOTE]	 	A-1
	
EXHIBIT B	
 	

 	
 	

 
	 	FORM OF CERTIFICATE OF TRANSFER	 	B-1
	
EXHIBIT C	
 	

 	
 	

 
	 	FORM OF CERTIFICATE OF EXCHANGE	 	C-1
	
EXHIBIT D	
 	

 	
 	

 
	 	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR	 	D-1
	
EXHIBIT E	
 	

 	
 	

 
	 	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS	 	E-1




vi






  



 
 

CROSS-REFERENCE TABLE*    
    



	TIA Section
 
	 	Indenture Section
 

	310(a)(1)	 	7.10
	      (a)(2)	 	7.10
	      (a)(3)	 	N.A.
	      (a)(4)	 	N.A.
	      (a)(5)	 	7.8; 7.10
	      (b)	 	7.8; 7.10; 12.2
	      (c)	 	N.A.
	311(a)	 	7.11
	      (b)	 	7.11
	      (c)	 	N.A.
	312(a)	 	2.5
	      (b)	 	12.3
	      (c)	 	12.3
	313(a)	 	7.6
	      (b)(1)	 	N.A.
	      (b)(2)	 	7.6
	      (c)	 	7.6; 12.2
	      (d)	 	7.6
	314(a)(1)	 	4.3
	      (a)(2)	 	4.3
	      (a)(3)	 	12.2
	      (a)(4)	 	4.4
	      (b)	 	N.A.
	      (c)(1)	 	12.4
	      (c)(2)	 	12.4
	      (c)(3)	 	N.A.
	      (d)	 	N.A.
	      (e)	 	12.5
	      (f)	 	N.A.
	315(a)	 	7.1(b)
	      (b)	 	7.5; 12.2
	      (c)	 	7.1(a)
	      (d)	 	6.5; 7.1(c)
	      (e)	 	6.11
	316(a)(last sentence)	 	2.9
	      (a)(1)(A)	 	6.5
	      (a)(1)(B)	 	6.4
	      (a)(2)	 	N.A.
	      (b)	 	6.7
	      (c)	 	9.4
	317(a)(1)	 	6.8
	      (a)(2)	 	6.9
	      (b)	 	2.4
	318(a)	 	12.1
	      (b)	 	N.A.
	 	 	 





1





 

	      (c)	 	12.1







N.A.
means not applicable 


*This
Cross-Reference table shall not, for any purpose, be deemed to be part of this Indenture. 


2





 

        INDENTURE,
dated as of May 15, 2003, among The Titan Corporation, a Delaware corporation (the "Company"), the Guarantors (as defined), and Deutsche Bank Trust Company Americas, a
New York banking corporation, as trustee (the "Trustee"). 


        Each
party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 8% Senior Subordinated Notes due 2011 issued hereunder (the
"Notes"): 


 
 

ARTICLE I
  DEFINITIONS AND INCORPORATION
  BY REFERENCE    
    


SECTION 1.1        DEFINITIONS  



        "144A Global Note" means one or more Global Notes bearing the Private Placement Legend, that shall be issued in an
aggregate amount of denominations equal in total to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 


        "Accrued Bankruptcy Interest" means, with respect to any Indebtedness, all interest accruing thereon after the filing of a petition by or
against the Company or any of its Subsidiaries or any Parent under any Bankruptcy Law, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the
extent lawful) specified in the documents evidencing or governing such Indebtedness, whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under such
Bankruptcy Law. 


        "Acquired Indebtedness" means Indebtedness (including Disqualified Capital Stock) of any Person existing at the time such Person becomes a
Subsidiary of the Company, including by designation, or is merged or consolidated into or with the Company or one of its Subsidiaries; provided that Indebtedness of such Person which is redeemed,
defeased, retired or otherwise repaid at the time of or immediately upon consummation of such transaction shall not be Acquired Indebtedness. 



        "Acquisition" means the purchase or other acquisition of any Person or all or substantially all the assets of any Person by any other
Person, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration. 


        "Affiliate" means any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the
Company. For purposes of this definition, the term "control" means the power to direct the management and policies of a Person, directly or through one or more intermediaries, whether through the
ownership of voting securities, by contract, or otherwise; provided, that with respect to ownership interest in the Company and its Subsidiaries, a
Beneficial Owner of 10% or more of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable, shall for such purposes be deemed to possess
control. Notwithstanding the foregoing, Affiliate shall not include Wholly Owned Subsidiaries. 


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


        "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 at the relevant time. 



        "Average Life" means, as of the date of determination, with respect to any security or instrument, the quotient obtained by dividing
(1) the sum of the products (a) of the number of years from the date of determination to the date or dates of each successive scheduled principal (or redemption) payment of such security
or instrument and (b) the amount of each such respective principal (or redemption) payment by (2) the sum of all such principal (or redemption) payments. 


3





 



        "Bankruptcy Code" means the United States Bankruptcy Code, codified at 11 U.S.C. §101-1330, as amended. 


        "Bankruptcy Law" means Title 11, U.S. Code, or any similar Federal, state or foreign law for the relief of debtors. 


        "Beneficial Owner" or "beneficial owner" for purposes of the definition of Change of
Control and Affiliate has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not applicable. 



        "Board of Directors" means, with respect to any Person, the board of directors (or if such Person is not a corporation, the equivalent
board of managers or members or body performing similar functions for such Person) of such Person or any committee of the Board of Directors of such Person authorized, with respect to any particular
matter, to exercise the power of the board of directors of such Person. 


        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York,
New York are authorized or obligated by law or executive order to close. 



        "Capital Contribution" means any contribution to the equity of the Company from a direct or indirect parent of the Company for which no
consideration is paid other than the issuance of Qualified Capital Stock. 


        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified
and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such
date, determined in accordance with GAAP. 


        "Capital Stock" means, with respect to any corporation, any and all shares, interests, rights to purchase (other than convertible or
exchangeable Indebtedness that is not itself otherwise capital stock), warrants, options, participations or other equivalents of or interests (however designated) in stock issued by that corporation. 


        "Cash Equivalent" means: 


        (1)   securities
issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof
(provided, that the full faith and credit of the United States of America is pledged in support thereof), or 


        (2)   time
deposits, certificates of deposit, commercial paper, bankers' acceptances and money market deposits issued by the parent corporation of, or by, any domestic
commercial bank or trust company of recognized standing having capital, surplus and undivided profits aggregating in excess of $500 million, or 



        (3)   commercial
paper issued by others rated at least A-2 or the equivalent thereof by Standard & Poor's Corporation or at least P-2 or the
equivalent thereof by Moody's Investors Service, Inc., or 


        (4)   repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above, entered into with an
institution meeting the qualifications described in clause (2) above, 


and
in the case of each of (1), (2), and (3) above, maturing within one year after the date of acquisition. 


        "Cayenta" means Cayenta, Inc., a Delaware corporation. 


        "Change of Control" means (A) any merger or consolidation of us with or into any Person or any sale, transfer or other conveyance,
whether direct or indirect, of all or substantially all of our assets, on 


4





 



a
consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction(s), any "person" (including any group that is deemed to be a
"person") is or becomes the "beneficial owner," directly or indirectly, of more than 35% of the voting power of the aggregate Voting Equity Interests of the transferee(s) or surviving entity or
entities, (B) any "person" (including any group that is deemed to be a "person") is or becomes the "beneficial owner," directly or indirectly, of more than 35% of the voting power of the
aggregate Voting Equity Interests of the Company, (C) the Continuing Directors cease for any reason to constitute a majority of our Board of Directors then in office, (D) we adopt a plan
of liquidation or (E) any merger or consolidation of us with or into another Person or the merger of another Person with or into us, or the sale of all or substantially all of our assets to
another Person, if our securities that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of our Voting Equity Interests 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 that represent, immediately after such transaction, a majority of the aggregate voting power of the Voting Equity Interests of the Surviving Person or transferee. 



        "Clearstream" means Clearstream Banking Luxembourg, or its successors. 


        "Consolidation" means, with respect to the Company, the consolidation of the accounts of the Subsidiaries with those of the Company, all
in accordance with GAAP; provided, that "consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary with the accounts
of the Company. The term "consolidated" has a correlative meaning to the foregoing. 


        "Consolidated Coverage Ratio" of any Person on any date of determination (the "Transaction Date") means the ratio, on a  pro forma basis, of (a) the aggregate amount
of Consolidated Cash Flow of such Person attributable to continuing operations and businesses
(exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges of such Person
(exclusive of amounts attributable to operations and businesses permanently discontinued or disposed of, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges
would no longer be obligations contributing to such Person's Consolidated Fixed Charges subsequent to the Transaction Date) during the Reference Period;  provided, that for purposes of such calculation:



        (1)   Acquisitions
which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the Transaction Date shall be assumed to have occurred
on the first day of the Reference Period, 


        (2)   transactions
giving rise to the need to calculate the Consolidated Coverage Ratio shall be assumed to have occurred on the first day of the Reference Period, 


        (3)   the
incurrence or repayment of any Indebtedness (including issuance of any Disqualified Capital Stock) during the Reference Period or subsequent to the Reference Period
and on or prior to the Transaction Date (and the application of the proceeds therefrom to the extent used to refinance or retire other Indebtedness) (other than Indebtedness incurred under any
revolving credit facility) shall be assumed to have occurred on the first day of the Reference Period, and 



        (4)   the
Consolidated Fixed Charges of such Person attributable to interest on any Indebtedness or dividends on any Disqualified Capital Stock bearing a floating interest (or
dividend) rate shall be computed on a pro forma basis as if the average rate in effect from the beginning of the Reference Period to the Transaction
Date had been the applicable rate for the entire period, unless such Person or any of its Subsidiaries is a party to an Interest Swap or Hedging Obligation (which shall remain in effect for the
12-month period immediately following the Transaction Date) that has the effect of fixing 


5





 



the
interest rate on the date of computation, in which case such rate (whether higher or lower) shall be used. 


        "Consolidated Cash Flow" means, with respect to any Person, for any period, the Consolidated Net Income of such Person for such period
adjusted to add thereto (to the extent deducted from net revenues in determining Consolidated Net Income), without duplication, the sum of 



        (1)   Consolidated
income tax expense, 


        (2)   Consolidated
depreciation and amortization expense, 


        (3)   Consolidated
Fixed Charges, and 


        (4)   all
other non-cash items reducing Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is
required by GAAP to be, made), less all non-cash items increasing Consolidated Net Income (it being understood that such items do not include the accrual of revenues in the ordinary course
of business), all as determined on a consolidated basis in accordance with GAAP, 


less
the amount of all cash payments made by such Person or any of its Subsidiaries during such period to the extent such payments relate to non-cash charges that were added back in
determining Consolidated Cash Flow for such period or any prior period; provided, that consolidated income tax expense and depreciation and amortization
of a Subsidiary that is a less than Wholly Owned Subsidiary shall only be added to the extent of the equity interest of the Company in such Subsidiary. 


        "Consolidated Fixed Charges" of any Person means, for any period, the aggregate amount (without duplication and determined in each case in
accordance with GAAP) of: 


        (1)   interest
expensed or capitalized, paid, accrued, or scheduled to be paid or accrued (including, in accordance with the following sentence, interest attributable to
Capitalized Lease Obligations) of such Person and its Consolidated Subsidiaries during such period, including (1) original issue discount and non-cash interest payments or accruals
on any Indebtedness, (2) the interest portion of all deferred payment obligations, and (3) all commissions, discounts and other fees and charges owed with respect to bankers' acceptances
and letters of credit financings and currency and Interest Swap and Hedging Obligations, in each case to the extent attributable to such period; excluding, however, any amount of such interest of any
Person if the net income of such Person is excluded in the calculation of Consolidated Net Income pursuant to clause (b) of the definition thereof (but only in the same proportion as the net
income of such Person is excluded from the calculation of Consolidated Net Income pursuant to clause (b) of the definition thereof), and 


        (2)   the
amount of dividends accrued or payable (or guaranteed) by such Person or any of its Consolidated Subsidiaries in respect of Preferred Stock (other than by
Subsidiaries of such Person to such Person or such Person's Wholly Owned Subsidiaries). 


For
purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by the Company to be the rate
of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guaranty by such Person or a
Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed. 


        "Consolidated Net Income" means, with respect to any Person for any period, the net income (or loss) of such Person and its Consolidated
Subsidiaries (determined on a consolidated basis in 


6





 



accordance
with GAAP) for such period, adjusted to exclude (only to the extent included in computing such net income (or loss) and without duplication): 


        (1)   all
gains or losses that are either extraordinary (as determined in accordance with GAAP) or are either unusual or non-recurring (including any gain or loss,
in each case, on an after-tax basis realized from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any capital stock), 



        (2)   the
net income or loss of any Person, other than a Consolidated Subsidiary, in which such Person or any of its Consolidated Subsidiaries has an interest, except to the
extent of the amount of any dividends or distributions actually paid in cash to such Person or a Consolidated Subsidiary of such Person during such period, but in any case not in excess of such
Person's pro rata share of such Person's net income or loss for such period, 


        (3)   the
net income, if positive, of any of such Person's Consolidated Subsidiaries to the extent that the declaration or payment of dividends or similar distributions is not
at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such
Consolidated Subsidiary, and 


        (4)   one-time
cash charges of $3.6 million associated with the optional redemption premium on the HIGH TIDES and $8.0 million in deferred financing
fees relating to the HIGH TIDES financing, in each case, which charges were incurred in connection with the HIGH TIDES being redeemed in their entirety. 


        "Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired)
the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP. 


        "Continuing Director" means during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such
12-month period constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the
shareholders of the Company was approved by a vote of a majority of the directors 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, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or
other conveyance, of all or substantially all of the assets of the Company or the Parent, if such agreement was approved by a vote of such majority of directors). 


        "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be
administered which office on the date of execution of this Indenture is at the address of the Trustee specified in Section 12.2 hereof or such other address as to which the Trustee may give
notice to the Company. 


        "Credit Agreement" means the Senior Secured Credit Agreement, dated as of May 23, 2002, by and among the Company, as Borrower, the
various financial institutions from time to time parties thereto, as Lenders, Wachovia Bank National Association, as administrative agent for the Lenders, The Bank of Nova Scotia, as a syndication
agent, Comerica Bank—California, as a syndication agent, Branch Banking and Trust, as a documentation agent and Toronto Dominion (New York), Inc., as a documentation agent providing
for (A) an aggregate $350.0 million term loan facility, and (B) an aggregate $135.0 million revolving credit facility, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, as such credit agreement and/or related documents may be amended, restated, supplemented, renewed, replaced or otherwise
modified from time to time whether or not with the same agent, trustee, representative lenders or holders, and, subject to the proviso to the next succeeding sentence, irrespective of any changes in
the 


7





 



terms
and conditions thereof. Without limiting the generality of the foregoing, the term "Credit Agreement" shall include agreements in respect of Interest Swap and Hedging Obligations with lenders
(or Affiliates thereof) party to the Credit Agreement and shall also include any amendment, amendment and restatement, renewal, extension, restructuring, supplement or modification to any Credit
Agreement and all refundings, refinancings and replacements of any Credit Agreement, including any credit agreement: 


        (1)   extending
the maturity of any Indebtedness incurred thereunder or contemplated thereby, 


        (2)   adding
or deleting borrowers or guarantors thereunder, so long as borrowers and issuers include one or more of the Company and its Subsidiaries and their respective
successors and assigns, 


        (3)   increasing
the amount of Indebtedness incurred thereunder or available to be borrowed thereunder; provided, that on the
date such Indebtedness is incurred it would not be prohibited by paragraph (c) of Section 4.7, hereof, or 


        (4)   otherwise
altering the terms and conditions thereof in a manner not prohibited by the terms of the Indenture. 


        "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 



        "Debentures" means the 53/4% Convertible Senior Subordinated Debentures due February 15, 2030 of the Company issued
in connection with the HIGH TIDES. 


        "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 one or more certificated Notes registered in the name of the Holder thereof and issued in accordance with
Section 2.6 hereof, in the form of Exhibit A hereto except that such Note shall not include the information called for by footnotes 3, 4 and 5 thereof. 


        "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depositary" shall mean or include such successor. 


        "Disqualified Capital Stock" means with respect to any Person, (a) Equity Interests of such Person that, by its terms or by the
terms of any security into which it is convertible, exercisable or exchangeable, is, or upon the happening of an event or the passage of time or both would be, required to be redeemed or repurchased
including at the option of the holder thereof by such Person or any of its Subsidiaries, in whole or in part, on or prior to 91 days following the Stated Maturity of the Notes and
(b) any Equity Interests of any Subsidiary of such Person other than any common equity with no preferences, privileges, and no redemption or repayment provisions. Notwithstanding the foregoing,
any Equity Interests that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Company to repurchase such Equity Interests upon the occurrence
of a change of control or an asset sale shall not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Company may not repurchase or redeem any such Equity
Interests pursuant to such provisions prior to the Company's purchase of the Notes as are required to be purchased pursuant to the provisions of the Indenture as described under "Repurchase of Notes
at the Option of the Holder Upon a Change of Control" or "Limitation on Sale of Assets and Subsidiary Stock." 


        "Distribution Compliance Period" means the 40-day distribution compliance period as defined in Regulation S. 


8





 



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


        "Euroclear" means Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear system. 


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


        "Exchange Notes" means Series B Notes issued pursuant to the Exchange Offer. 


        "Exchange Offer" means an offer that may be made by the Company pursuant to the Registration Rights Agreement to exchange Exchange Notes
for the Notes issued on the Issue Date. 


        "Exchange Offer Registration Statement" shall have the meaning set forth in the Registration Rights Agreement. 



        "Excluded Asset Sales" means all Asset Sales of the business, assets or Equity Interests of the following Subsidiaries: (a) Global
Net, Inc., (b) Titan Scan Technologies, Inc., (c) Cayenta Canada, Inc. and (d) assets of Effective Technology Consultants, LLC held by Cayenta. 


        "Exempted Affiliate Transaction" means (a) customary employee compensation arrangements (including any issuance of securities
pursuant to, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, bonus plans, stock option and stock ownership plans) approved
by a majority of independent (as to such transactions) members of the Board of Directors of the Company, (b) dividends permitted under Section 4.9 hereof and payable, in form and amount,
on a pro rata basis to all holders of common stock of the Company, (c) transactions solely between or among the Company and any of its
Consolidated Subsidiaries that are Guarantors or solely among Consolidated Subsidiaries of the Company that are Guarantors, (d) the payment of reasonable and customary fees to our directors who
are not employees of ours and indemnification
arrangements entered into by us in the ordinary course of business, (e) any Permitted Investments and any Restricted Payments not prohibited by Section 4.9 hereof, and (f) any
payments or other transactions pursuant to any tax-sharing agreement between us and any other Person with which we file a consolidated tax return or with which we are part of a
consolidated group for tax purposes. 


        "Existing Indebtedness" means the Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the Issue Date, reduced to the extent such amounts are permanently repaid or retired. 


        "fair market value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Company. 


        "Foreign Subsidiary" means any Subsidiary of the Company which (i) is not organized under the laws of the United States, any state
thereof or the District of Columbia and (ii) conducts substantially all of its business operations outside the United States of America. 


        "GAAP" means United States 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 approved by a significant segment of the accounting profession in the United States as in effect on the Issue Date. 


        "Global Notes" means one or more Notes in the form of Exhibit A hereto that includes, as applicable, the information referred to in
footnotes 3, 4 and 5 to the form of Note, attached hereto as Exhibit A, issued under this Indenture, that is deposited with or on behalf of and registered in the name of the Depositary or its
nominee. 


9





 



        "Global Note Legend" means the legend set forth in Section 2.6(g)(ii) hereof, which is required to be placed on all Global
Notes issued under this Indenture. 


        "Guarantee" when used with respect to the Notes, means a guarantee by the Guarantors of all or any part of the Notes, in accordance with
Article X hereof. 


        "Guarantor" means each of the Company's present and future Subsidiaries that at the time are guarantors of the Notes in accordance with
the Indenture. 


        "HIGH TIDES" means the 53/4% Convertible Preferred Securities Remarketable Term Income Deferrable Equity Securities of
Titan Capital Trust, a wholly-owned subsidiary of the Company, whose sole assets are the Debentures. 


        "Holder" means a Person in whose name a Note is registered on the Registrar's books. 


        "Indebtedness" of any Person means, without duplication, 


        (1)   all
liabilities and obligations, contingent or otherwise, of such Person, to the extent such liabilities and obligations would appear as a liability upon the
consolidated balance sheet of such Person in accordance with GAAP, (1) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof), (2) evidenced by bonds, notes, debentures or similar instruments, (3) representing the balance deferred and unpaid of the purchase price of any property or
services, except those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors; 


        (2)   all
liabilities and obligations, contingent or otherwise, of such Person (1) evidenced by bankers' acceptances or similar instruments issued or accepted by banks,
(2) relating to any Capitalized Lease Obligation, or (3) evidenced by a letter of credit or a reimbursement obligation of such Person with respect to any letter of credit; 


        (3)   all
net obligations of such Person under Interest Swap and Hedging Obligations; 



        (4)   all
liabilities and obligations of others of the kind described in the preceding clause (a), (b) or (c) that such Person has guaranteed or provided
credit support or that is otherwise its legal liability or which are secured by any assets or property of such Person; provided, that in the case of such liabilities and obligations of others that
have been secured solely by assets or property of such Person, without any other recourse to such Person or any other assets of such Person, the amount of such Indebtedness shall be the lesser of
(i) the fair market value of such assets or property at such date of determination and (ii) the amount of such Indebtedness so secured; 



        (5)   any
and all deferrals, renewals, extensions, refinancing and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of
the kind described in any of the preceding clauses (a), (b), (c) or (d), or this clause (e), whether or not between or among the same parties; and 


        (6)   all
Disqualified Capital Stock of such Person (measured at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends). 


For
purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is
based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value to be determined in good faith by the board of directors of the issuer (or managing general
partner of the issuer) of such Disqualified Capital Stock. 


10





 



        The
amount of any Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the
accretion of original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal
amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. 


        "Indenture" means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof. 


        "Indirect Participant" means an entity that clears through, maintains a direct or indirect, custodial relationship with, or holds a
beneficial interest through, a Participant. 


        "Initial Purchasers" mean the initial purchasers under the Purchase Agreement, dated May 9, 2003, among the initial purchasers, the
Company and the Guarantors party thereto. 


        "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 is not also a QIB. 


        "Interest Payment Date" means the stated due date of an installment of interest on the Notes as set forth in the Notes. 



        "Interest Swap and Hedging Obligation" means any obligation of any Person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed to protect against fluctuations in interest
rates or currency values, including, without limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or floating rate of interest on the same
notional amount. 


        "Investment" by any Person in any other Person means (without duplication): 


        (1)   the
acquisition (whether by purchase, merger, consolidation or otherwise) by such Person (whether for cash, property, services, securities or otherwise) of Equity
Interests, capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities, including any options or warrants, of such other Person; 


        (2)   the
making by such Person of any deposit with, or advance, loan or other extension of credit to, such other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such other Person) or any commitment to make any such advance, loan or extension (but excluding
advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on our consolidated balance sheet
or endorsements for collection or deposit arising in the ordinary course of business); 


        (3)   other
than guarantees of Indebtedness of the Company or any Guarantor to the extent permitted by Section 4.7 hereof, the entering into by such Person of any
guarantee of, or other credit support or contingent obligation with respect to, Indebtedness or other liability of such other Person; 


        (4)   the
making of any capital contribution by such Person to such other Person; and 


        (5)   the
designation by the Board of Directors of the Company of any Person to be an Unrestricted Subsidiary. 


        The
Company shall be deemed to make an Investment in an amount equal to the fair market value of the net assets of any subsidiary (or, if neither the Company nor any of its Subsidiaries
has theretofore made an Investment in such subsidiary, in an amount equal to the Investments being 


11





 



made),
at the time that such subsidiary is designated an Unrestricted Subsidiary, and any property transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of the Company shall be
deemed an Investment valued at its fair market value at the time of such transfer. The Company or any of its Subsidiaries shall be deemed to have made an Investment in a Person that is or was required
to be a Guarantor if, upon the issuance, sale or other disposition of any portion of the Company's or the Subsidiary's ownership in the Capital Stock of such Person, such Person ceases to be a
Guarantor. The fair market value of each Investment shall be measured at the time made or returned, as applicable. 


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


        "Junior Security" means any Qualified Capital Stock and any Indebtedness of the Company or a Guarantor, as applicable, that is
contractually subordinated in right of payment to Senior Debt at least to the same extent as the Notes or the Guarantee, as applicable, and has no scheduled installment of principal due, by
redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the Notes; provided, that in the case of subordination in respect
of Senior Debt under the Credit Agreement, "Junior Security" shall mean any Qualified Capital Stock and any Indebtedness of the Company or the Guarantor, as applicable, that: 


        (1)   has
a final maturity date occurring after the final maturity date of, all Senior Debt outstanding under the Credit Agreement on the date of issuance of such Qualified
Capital Stock or Indebtedness, 



        (2)   is
unsecured, 


        (3)   has
an Average Life longer than the security for which such Qualified Capital Stock or Indebtedness is being exchanged, and 


        (4)   by
their terms or by law are subordinated to Senior Debt outstanding under the Credit Agreement on the date of issuance of such Qualified Capital Stock or Indebtedness
at least to the same extent as the Notes. 


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


        "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired. 


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


        "Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received by the Company in the case of a sale, or Capital
Contribution in respect, of Qualified Capital Stock and by the Company and its Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon any exercise,
exchange or conversion of securities (including options, warrants, rights and convertible or exchangeable debt) of the Company that were issued for cash on or after the Issue Date, the amount of cash
originally received by the Company upon the issuance of such securities (including options, warrants, rights and convertible or exchangeable debt) less, in each case, the sum of all payments, fees,
commissions and (in the case of Asset Sales, reasonable and customary), expenses (including, without limitation, the fees and expenses of legal counsel and investment banking fees and expenses)
incurred in connection with such Asset Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only, less (a) the amount (estimated reasonably and in good faith by the
Company) of income, franchise, sales and other applicable taxes required to be paid by the Company or any of its respective Subsidiaries in connection with such Asset Sale in the taxable year that
such sale is consummated or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses
and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes, and 


12





 



(b) payments
made to repay Indebtedness outstanding at the time of such Asset Sale that is secured by a Lien on the asset or assets that were the subject of such Asset Sale, which Indebtedness
was required to be repaid in accordance with the terms of such Lien. 


        "Non-U.S. Person" means any Person other than a U.S. Person. 


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



        "Obligation" means any principal, premium or interest payment, or monetary penalty, or damages, due by the Company or any Guarantor under
the terms of the Notes, the Indenture or the Security Agreement, including any Liquidated Damages due pursuant to the terms of the Registration Rights Agreement. 


        "Offering" means the offering of the Notes by the Company. 


        "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 or any Vice President of such Person. 


        "Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of certain events as set forth in this
Indenture. 


        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of
Sections 12.4 and 12.5 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 



        "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear
or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream). 


        "Participating Broker-Dealer" means any broker-dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange
for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. 


        "Permitted Earn-Out Obligations" means any obligation of the Company or any Guarantor requiring the Company or such Guarantor
to make a payment in respect of an adjustment to the purchase price, or any similar obligation, in either case, incurred or assumed in connection with an Acquisition by the Company or such Guarantor. 


        "Permitted Indebtedness" means that: 


        (1)   the
Company and the Guarantors may incur Indebtedness evidenced by the Notes and the Guarantees issued pursuant to the Indenture up to the amounts being issued on the
original Issue Date less any amounts repaid or retired; 


        (2)   the
Company and the Guarantors, as applicable, may incur Refinancing Indebtedness with respect to any Existing Indebtedness or any Indebtedness (including Disqualified
Capital Stock), described in clause (1) of this definition or incurred pursuant to the Debt Incurrence Ratio test of Section 4.7 hereof, or which was refinanced pursuant to this
clause (2); 


        (3)   the
Company and its Subsidiaries may incur Indebtedness solely in respect of workers' compensation claims, self insurance obligations, bankers acceptances, letters of
credit, performance, surety and similar bonds and completion guaranties (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to
borrowed money or other Indebtedness), all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Company's industry; 


13





 



        (4)   the
Company may incur Indebtedness owed to (borrowed from) any Guarantor, and any Guarantor may incur Indebtedness owed to (borrowed from) any other Guarantor or the
Company; provided, that in the case of Indebtedness of the Company, such obligations shall be unsecured and contractually subordinated in all respects
to the Company's obligations pursuant to the Notes and any event that causes such Guarantor no longer to be a Guarantor(including by designation to be an Unrestricted Subsidiary) shall be deemed to be
a new incurrence by such issuer of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof; 


        (5)   any
Guarantor may guaranty any Indebtedness of the Company or another Guarantor that was permitted to be incurred pursuant to this Indenture, substantially concurrently
with such incurrence or at the time such Person becomes a Subsidiary; 


        (6)   the
Company and the Guarantors may incur Interest Swap and Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate or currency risk with
respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign
currency; provided, that the notional amount of any such Interest Swap and Hedging Obligation does not exceed the principal amount of Indebtedness to
which such Interest Swap and Hedging Obligation relates; 


        (7)   the
Company and the Guarantors may incur Indebtedness arising from Permitted Earn-Out Obligations; provided,
that either (1) immediately after giving effect thereto, on a pro forma basis, the Company would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.7 hereof, or (2) the Company could incur the amount of such Indebtedness under any of clauses
(b) or (c) set forth in Section 4.7 hereof, (or a combination thereof), and, in such event, such incurrence shall, until such time as the aggregate amount incurred is paid, reduce
the amount available under any of such clauses (or a combination thereof), as determined by the Company, in an aggregate amount equal to the Permitted Earn-Out Obligation; 


        (8)   Indebtedness
incurred by Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $5.0 million pursuant to this
clause (8). 


        "Permitted Investment" means: 


        (1)   any
Investment in any of the Notes; 


        (2)   any
Investment in Cash Equivalents; 


        (3)   intercompany
notes to the extent permitted under clause (4) of the definition of "Permitted Indebtedness"; 


        (4)   any
Investment by the Company or any Subsidiary in (i) the Company or any Guarantor, or (ii) a Person in a Related Business if as a result of such
Investment such Person immediately becomes a Guarantor or such Person is immediately merged with or into the Company or a Guarantor; 


        (5)   other
Investments in any Person or Persons, provided, that after giving pro
forma effect to each such Investment, the aggregate amount of all such Investments made on and after the Issue Date pursuant to this clause (5) that are outstanding
(after giving effect to any such Investments that are returned to the Company or the Guarantor that made such prior Investment, without restriction, in cash on or prior to the date of any such
calculation, but only up to the amount of the Investment made under this clause (5) in such Person, at any time does not in the aggregate exceed $15.0 million (measured by the value
attributed to the Investment at the time made or returned, as applicable)); 


        (6)   any
Investment in any Person in exchange for the Company's Qualified Capital Stock or the Net Cash Proceeds of any substantially concurrent sale of the Company's
Qualified Capital Stock; 


        (7)   any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with
Section 4.12 hereof, or any transaction not 


14





 

constituting
an Asset Sale by reason of the $1.5 million threshold contained in clause (5) of the fifth paragraph thereof; 


        (8)   Investments
by the Company pursuant to the terms of the (i) Senior Secured Credit Facility, dated August 2, 2002, between the Company and SureBeam
Corporation and pursuant to the leases guaranteed or held by the Company and scheduled therein (ii) Loan Agreement dated June 22, 2000 between Hawaii Pride, LLC, a limited liability
company, and Webank (iii) Absolute and Unconditional Guarantee of Payment by the Company to the extent of ownership, dated June 22, 2000 and Indemnity Agreement, dated June 22,
2000, as such agreements exist on the Issue Date, in each case, without any amendment affecting the dollar amount to be invested thereunder; 


        (9)   Investments
by the Company pursuant to the terms of the partnership or limited liability corporation operating agreement as applicable of (i) Titan Investment
Partners, L.P. (ii) Hamilton Apex Technology Ventures L.P. and (iii) Virtual Capital of California, L.L.C., in each case, as such agreements exist on the Issue Date, without any
amendment affecting the dollar amount to be invested thereunder; 


        (10) loans
and advances to employees of the Company or any of its Subsidiaries in the ordinary course of business, not to exceed $2.5 million at any time outstanding; 


        (11) an
Investment in a Foreign Subsidiary in an aggregate amount at any time outstanding not to exceed $5.0 million pursuant to this clause (11); 


        (12) Interest
Rate and Hedging Obligations that are permitted under Section 4.7 hereof; 


        (13) Investments
in any joint venture or similar Person in which the Company beneficially owns at least 20% of the outstanding Voting Equity Interests and the primary
business of which is reasonably related, ancillary or complementary to the business of the Company and its Subsidiaries on the date of such Investment;  provided, that after giving pro forma effect to each such Investment, the aggregate amount of all such
Investments made on and after the Issue Date pursuant to this clause (13) that are outstanding (after giving effect to any such Investments that are returned to the Company or the Guarantor
that made such prior Investment, without restriction, in cash on or prior to the date of any such calculation, but only up to the amount of the Investment made under this clause (13) in such
Person, at any time does not in the aggregate exceed $10.0 million (measured by the value attributed to the Investment at the time made or returned, as applicable); 


        (14) Investments
constituting (i) accounts receivable arising, (ii) trade debt granted or (iii) deposits made in connection with the purchase price of
goods or services, in each case in the ordinary course of business; and 


        (15) Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each
case in the ordinary course of business. 


        "Permitted Lien" means: 


        (1)   Liens
existing on the Issue Date; 


        (2)   Liens
imposed by governmental authorities for taxes, assessments or other charges not yet subject to penalty or which are being contested in good faith and by
appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP; 


        (3)   statutory
liens of carriers, warehousemen, mechanics, material men, landlords, repairmen or other like Liens arising by operation of law in the ordinary course of
business provided that (1) the underlying obligations are not overdue for a period of more than 60 days, or (2) such Liens are being 


15





 



contested
in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP; 


        (4)   Liens
securing the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; 


        (5)   easements,
rights-of-way, zoning, similar restrictions and other similar encumbrances or title defects which, singly or in the aggregate, do not
in any case materially detract from the value of the property, subject thereto (as such property is used by the Company or any of its Subsidiaries) or interfere with the ordinary conduct of the
business of the Company or any of its Subsidiaries; 


        (6)   Liens
arising by operation of law in connection with judgments, only to the extent, for an amount and for a period not resulting in an Event of Default with respect
thereto; 


        (7)   pledges
or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security or
similar legislation; 


        (8)   Liens
securing the Notes; 


        (9)   Liens
securing Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is merged with or into the Company or a Subsidiary or Liens securing
Indebtedness incurred in connection with an Acquisition, provided, that such Liens were in existence prior to the date of such acquisition, merger or
consolidation, were not incurred in anticipation thereof, and do not extend to any other assets; 


        (10) Liens
arising from Purchase Money Indebtedness permitted to be incurred pursuant to Section 4.7 hereof, provided
such Liens relate solely to the property which is subject to such Purchase Money Indebtedness and the principal amount of the Purchase Money Indebtedness secured thereby does not exceed 100% of the
cost of such assets; 


        (11) leases
or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Company or any of its
Subsidiaries or materially detracting from the value of the relative assets of the Company or any Subsidiary; 


        (12) Liens
arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or any of its Subsidiaries
in the ordinary course of business; 


        (13) Liens
securing Refinancing Indebtedness incurred to refinance any Indebtedness that was previously so secured in a manner no more adverse to the Holders of the Notes
than the terms of the Liens securing such refinanced Indebtedness, and provided that the Indebtedness secured is not increased and the Lien is not
extended to any additional assets or property that would not have been security for the Indebtedness refinanced; and 


        (14) Liens
securing Senior Debt of the Company or any Guarantor (including under the Credit Agreement) incurred in accordance with the provisions of Section 4.7,
hereof; 


        (15) Liens
securing Indebtedness of any Foreign Subsidiary incurred in accordance with the provisions of Section 4.7 hereof; 


        (16) Liens
securing the Secured Proceeds Account; 


        (17) Liens
securing Interest Rate and Hedging Obligations that are permitted under Section 4.7 hereof; 


16





 



        (18) A
Lien on the funds or securities deposited with the Trustee under the Indenture relating to the Notes for the purpose of defeasing or redeeming the Notes on or prior
to the maturity date to the extent permitted or required by the Indenture; and 


        (19) Liens
arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor depository institution. 


        "Person" or "person" means any corporation, individual, limited liability company, joint
stock company, joint venture, partnership, limited liability company, unincorporated association, governmental regulatory entity, country, state or political subdivision thereof, trust, municipality
or other entity. 


        "Preferred Stock" means any Equity Interest of any class or classes of a Person (however designated) which is preferred as to payments of
dividends, or as to distributions upon any liquidation or dissolution, over Equity Interests of any other class of such Person. 


        "Private Placement Legend" means the legend set forth in Section 2.6(g)(i) hereof to be placed on all Notes issued under
this Indenture except where specifically stated otherwise by the provisions of this Indenture. 


        "Pro Forma" or "pro forma" shall have the meaning set forth in
Regulation S-X of the Securities Act of 1933, as amended, unless otherwise specifically stated herein. 


        "Public Equity Offering" an underwritten public offering pursuant to a registration statement filed with the SEC in accordance with the
Securities Act, of Qualified Capital Stock of the Company. 


        "Purchase Money Indebtedness" of any Person means any Indebtedness of such Person to any seller or other Person incurred solely to finance
the acquisition (including in the case of a Capitalized Lease Obligation, the lease), construction, installation or improvement of any after acquired real or personal tangible property which, in the
reasonable good faith judgment of the Board of Directors of the Company, is directly related to a Related Business of the Company and which is incurred concurrently with such acquisition,
construction, installation or improvement and is secured only by the assets so financed. 


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


        "Qualified Capital Stock" means any Capital Stock of the Company that is not Disqualified Capital Stock. 


        "Qualified Exchange" means: 


        (1)   any
legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock, or Indebtedness of the Company issued after the Issue Date with the Net
Cash Proceeds received by the Company from the substantially concurrent sale of its Qualified Capital Stock (other than to a Subsidiary), or 


        (2)   any
issuance of Qualified Capital Stock of the Company in exchange for any Capital Stock or Indebtedness of the Company issued after the Issue Date. 


        "Record Date" means a Record Date specified in the Notes, whether or not such date is a Business Day. 



        "Recourse Indebtedness" means Indebtedness (a) as to which neither the Company nor any of its Subsidiaries (1) provides
credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or
(3) constitutes the lender, and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the 


17





 



Company
or any of its Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity. 


        "Reference Period" with regard to any Person means the four full fiscal quarters (or such lesser period during which such Person has been
in existence) ended immediately preceding any date upon which any determination is to be made pursuant to the terms of the Notes or the Indenture. 


        "Refinancing Indebtedness" means Indebtedness (including Disqualified Capital Stock) (a) issued in exchange for, or the proceeds
from the issuance and sale of which are used substantially concurrently to repay, redeem, defease, refund, refinance, discharge or otherwise retire for value, in whole or in part, or
(b) constituting an amendment, modification or supplement to, or a deferral or renewal of ((a) and (b) above are, collectively, a
"Refinancing"), any Indebtedness (including Disqualified Capital Stock) in a principal amount or, in the case of Disqualified Capital Stock, liquidation
preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing plus the amount of any premium paid in connection with such
Refinancing) the lesser of (1) the principal amount or, in the case of Disqualified Capital Stock, liquidation preference, of the Indebtedness (including Disqualified Capital Stock) so
Refinanced and (2) if such Indebtedness being Refinanced was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) at the time of such
Refinancing; provided, that (A) such Refinancing Indebtedness shall only be used to refinance outstanding Indebtedness (including Disqualified
Capital Stock) of such Person issuing such Refinancing Indebtedness, (B) such Refinancing Indebtedness shall (x) not have an Average Life shorter than the Indebtedness (including
Disqualified Capital Stock) to be so refinanced at the time of such Refinancing and (y) in all respects, be no less contractually subordinated or junior, if applicable, to the rights of Holders
of the Notes than was the Indebtedness (including Disqualified Capital Stock) to be refinanced, (C) such Refinancing Indebtedness shall have a final stated maturity or redemption date, as
applicable, no earlier than the final stated maturity or redemption date, as applicable, of the Indebtedness (including Disqualified Capital Stock) to be so refinanced or, if sooner, 91 days
after the Stated Maturity of the Notes, and (D) such Refinancing Indebtedness shall be secured (if secured) in a manner no more adverse to the Holders of the Notes than the terms of the Liens
(if any) securing such refinanced Indebtedness, including, without limitation, the amount of Indebtedness secured shall not be increased. 


        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Issue Date, by and among the Company and the
other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. 



        "Reg S Permanent Global Note" means one or more permanent Global Notes that shall be issued in an aggregate amount of denominations equal
in total to the outstanding principal amount of the Reg S Temporary Global Note upon expiration of the Distribution Compliance Period. 


        "Reg S Temporary Global Note" means one or more temporary Global Notes bearing the Private Placement Legend and the Reg S Temporary Global
Note Legend, issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. 



        "Reg S Temporary Global Note Legend" means the legend set forth in Section 2.6(g)(iii) hereof, which is required to be
placed on all Reg S Temporary Global Notes issued under this Indenture. 


        "Regulation S" means Regulation S promulgated under the Securities Act, as it may be amended from time to time, and any
successor provision thereto. 


        "Regulation S Global Note" means a Reg S Temporary Global Note or a Reg S Permanent Global Note, as the case may be. 


18





 



        "Related Business" means the business conducted (or proposed to be conducted) by the Company and its Subsidiaries as of the Issue Date and
any and all businesses that in the good faith judgment of the Board of Directors of the Company are materially related businesses. 


        "Responsible Officer" means any officer within the Corporate Trust Office (or any successor group) of the Trustee, including any managing
director, director, vice president, assistant vice president, secretary, assistance secretary, assistant treasurer, associate, vice president or any other officer customarily performing functions
similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge
of and familiarity with the particular subject. 


        "Restricted Definitive Note" means one or more Definitive Notes bearing the Private Placement Legend, issued under this Indenture. 


        "Restricted Global Note" means one or more Global Notes bearing the Private Placement Legend, issued under this Indenture. 



        "Restricted Investment" means, in one or a series of related transactions, any Investment, other than other Permitted Investments. 


        "Restricted Payment" means, with respect to any Person: 


        (1)   the
declaration or payment of any dividend or other distribution in respect of Equity Interests of such Person or any parent of such Person, 


        (2)   any
payment (except to the extent with Qualified Capital Stock) on account of the purchase, redemption or other acquisition or retirement for value of Equity Interests
of such Person or any parent of such Person (other than any such Equity Interests held by the Company or any of its Subsidiaries), 


        (3)   other
than with the proceeds from the substantially concurrent sale of, or in exchange for, Refinancing Indebtedness, any purchase, redemption, or other acquisition or
retirement for value of, any payment in respect of any amendment of the terms of or any defeasance of, any Subordinated Indebtedness, directly or indirectly, by such Person or a parent or Subsidiary
of such Person prior to the scheduled maturity, any scheduled repayment of principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness and 


        (4)   any
Restricted Investment by such Person; 


provided, however, that the term "Restricted Payment" does not include (1) any dividend, distribution or other payment on or with respect to
Equity Interests of an issuer to the extent payable solely in shares of Qualified Capital Stock of such issuer, or (2) any dividend, distribution or other payment to the Company, or to any of
its Guarantors, by any Subsidiary of the Company. 


        "Rule 144" means Rule 144 promulgated under the Securities Act, as it may be amended from time to time, and any successor
provision thereto. 


        "Rule 144A" means Rule 144A promulgated under the Securities Act, as it may be amended from time to time, and any successor
provision thereto. 


        "SEC" means the United States Securities and Exchange Commission, or any successor agency. 



        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder. 


        "Senior Debt" of the Company or any Guarantor means Indebtedness (including any monetary obligations (including fees, expenses and
indemnification obligations) of the Company or such Guarantor in respect of such Indebtedness, including interest accruing on or after the filing of any 


19





 



petition
in bankruptcy or for reorganization relating to the Company or such Guarantor at the rate provided for in the documentation with respect thereto, whether or not post-filing
interest is allowed in such proceeding) of the Company or such Guarantor arising under the Credit Agreement or that, by the terms of the instrument creating or evidencing such Indebtedness, is
expressly designated Senior Debt and made senior in right of payment to the Notes or the applicable Guarantee; provided, that in no event shall Senior
Debt include (a) Indebtedness to any Subsidiary of the Company or any officer, director or employee of the Company or any Subsidiary of the Company, (b) Indebtedness incurred in
violation of the terms of the Indenture, (c) Indebtedness to trade creditors, (d) Disqualified Capital Stock, (e) Capitalized Lease Obligations, and (f) any liability for
taxes owed or owing by the Company or such Guarantor. 


        "Series A Notes" means the 8% Series A Senior Subordinated Notes due 2011 issued on the Issue Date. 


        "Series B Notes" means the 8% Series B Senior Subordinated Notes due 2011 issued pursuant to the Exchange Offer. 



        "Shelf Registration Statement" shall have the meaning set forth in the Registration Rights Agreement. 


        "Significant Subsidiary" shall have the meaning provided under Regulation S-X of the Securities Act as in effect on the
Issue Date. 


        "Special Record Date" means, for payment of any Defaulted Interest, a date fixed by the Paying Agent pursuant to Section 2.12
hereof. 


        "Stated Maturity," when used with respect to any Note, means May 15, 2011. 



        "Subordinated Indebtedness" means Indebtedness of the Company or a Guarantor that is subordinated in right of payment by its terms or the
terms of any document or instrument or instrument relating thereto ("contractually") to the Notes or such Guarantee, as applicable, in any respect. 


        "Subsidiary," with respect to any Person, means (1) a corporation a majority of whose Equity Interests with voting power, under
ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of
such Person, (2) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly
or indirectly, at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general
partner. Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be a Subsidiary of the Company or of any Subsidiary of the Company. Unless the context requires otherwise, Subsidiary means
each direct and indirect Subsidiary of the Company. "Subsidiary" shall not include Titan Capital Trust, as existing on the Issue Date pursuant to the Amended and Restated Declaration of Trust, dated
February 9, 2000, without any amendments thereto. 


        "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. 


        "Transfer Restricted Notes" means Global Notes and Definitive Notes that bear or are required to bear the Private Placement Legend, issued
under this Indenture. 


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


        "Unrestricted Definitive Note" means one or more Definitive Notes that do not bear and are not required to bear the Private Placement
Legend, issued under this Indenture. 


20





 



        "Unrestricted Global Note" means one or more permanent Global Notes that do not bear and are not required to bear the Private Placement
Legend, issued under this Indenture. 


        "Unrestricted Subsidiary" means any subsidiary of the Company that does not directly, indirectly or beneficially own any Capital Stock of,
and Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company and that, at the time of determination, shall be an Unrestricted
Subsidiary (as designated by the Board of Directors of the Company); provided, that such Subsidiary at the time of such designation (a) has no
Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
(c) is a Person with respect to which neither the Company nor any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or
(y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries. The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Subsidiary, provided, that (1) no Default or Event of Default is existing or will occur as a consequence thereof and (2) immediately after
giving effect to such designation, on a pro forma basis, the Company could incur at least $1.00 of Indebtedness pursuant to the Debt Incurrence Ratio of
Section 4.7, hereof. Each such designation shall be evidenced by filing with the Trustee a certified copy of the resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions. 


        "U.S. Government Obligations" means direct non-callable obligations of, or noncallable obligations guaranteed by, the United
States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged. 



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


        "Voting Equity Interests" means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors,
members or partners generally. 


        "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which (other than directors' qualifying Shares) are owned by the
Company or one or more Wholly Owned Subsidiaries of the Company or a combination thereof. 


21





 

SECTION 1.2        OTHER DEFINITIONS  



	Term
 
	 	Defined in Section
 

	"Affiliate Transaction"	 	4.11
	"Asset Sale"	 	4.12
	"Asset Sale Offer"	 	4.12
	"Authentication Order"	 	2.2
	"Benefitted Party"	 	10.1
	"Change of Control Offer"	 	4.13
	"Change of Control Offer Period"	 	4.13
	"Change of Control Purchase Date"	 	4.13
	"Change of Control Purchase Price"	 	4.13
	"Covenant Defeasance"	 	8.3
	"Debt Incurrence Ratio"	 	4.7
	"Defaulted Interest"	 	2.12
	"DTC"	 	2.3
	"Excess Proceeds"	 	4.12
	"Guarantee Obligations"	 	10.1
	"incur" or "incurrence"	 	4.7
	"Incurrence Date"	 	4.7
	"Legal Defeasance"	 	8.2
	"Paying Agent"	 	2.3
	"Payment Blockage Notice"	 	11.2
	"Payment Blockage Period"	 	11.2
	"Payment Default"	 	11.2
	"Registrar"	 	2.3
	"Security Agreement"	 	3.8






SECTION 1.3        INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT  


        Whenever this Indenture refers to a provision of the TIA, such 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: 


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



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


SECTION 1.4        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)   provisions
apply to successive events and transactions; 


22





 



        (6)   "herein,"
"hereof" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 


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


 
 

ARTICLE II
  THE NOTES    
    


SECTION 2.1        FORM AND DATING  


        (a)   General. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall 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 shall 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 shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent
such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof. 


SECTION 2.2        EXECUTION AND AUTHENTICATION  


        Two Officers shall sign the Notes for the Company by manual or facsimile signature. In the case of Definitive Notes, such signatures may be imprinted or otherwise
reproduced on such Notes. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid
until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall, upon a written
order of the Company signed by an Officer (an "Authentication Order"), authenticate Notes for issuance up to the aggregate principal amount stated in
such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $200,000,000 in aggregate principal amount.
The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. 


23





 



SECTION 2.3        REGISTRAR, PAYING AGENT AND DEPOSITARY  


        The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, 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 shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall 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 Notes Custodian with respect to the Global Notes. 


SECTION 2.4        PAYING AGENT TO HOLD MONEY IN TRUST  


        The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee in writing 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) shall have no further liability for the money. If the
Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes. 



SECTION 2.5        HOLDER LISTS  


        The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish, or shall cause the Registrar (if other than the Company) to furnish, to the
Trustee at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and 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 2.6        TRANSFER AND EXCHANGE  


        (a)   Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a
nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary. All Global Notes shall be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee written notice from the Depositary that
(x) the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes and the Company thereupon fails to appoint a successor Depositary within 90 days or
(y) the Depositary is no longer a clearing agency registered under the Exchange Act, (ii) 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 or (iii) upon request of the Trustee or Holders of a majority of the aggregate principal
amount of outstanding Notes if there 


24





 

shall
have occurred and be continuing a Default or Event of Default with respect to the Notes; provided that in no event shall the Reg S Temporary
Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificate
identified by the Company and its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the preceding events in (i),
(ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or
in part, as otherwise provided in this Section 2.6 or as provided in Sections 2.7 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 2.6 or Section 2.7 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 2.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(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 shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall
be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 



          (i)  Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement
Legend; provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Reg 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 an 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 2.6(b)(i). 


         (ii)  All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.6(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) an order
from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase or (B) (1) an 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 (2) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above;  provided,
that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Reg S Temporary Global Note
prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates identified by the Company or its counsel to be required
pursuant to Rule 903 and Rule 904 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.6(f) hereof, the requirements of
this Section 2.6(b)(ii) shall be deemed 



25





 




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 Registrar shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof. 


        (iii)  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 2.6(b)(ii) above and the Registrar receives the following: 



        (A)  if
the transferee shall 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 shall take delivery in the form of a beneficial interest in the Reg S Temporary Global Note or the Reg 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 shall take delivery in the form of an Institutional Accredited Investor 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. 




        (iv)  Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of
Section 2.6(b)(ii) above and: 



        (A)  such
exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f) hereof, and the
holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not
(1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 



        (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 Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 


        (D)  the
Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for
a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (2) if the
holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this
subparagraph (D), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar 




26





 





and
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. 





        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 2.2 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.



          (i)  Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest
in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of
a 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 under
the Securities Act, 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) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3)(d) thereof, if applicable; 


        (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
Registrar shall cause the aggregate principal amount of the applicable Restricted Global Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute and,
upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Restricted Definitive Note in
the appropriate principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a 


27





 

Restricted
Global Note pursuant to this Section 2.6(c) 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 2.6(c)(i) shall bear
the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 



         (ii)  Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. 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 Section 2.6(f) hereof, 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 it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 


        (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 Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 


        (D)  the
Registrar receives the following: (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for
a 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
(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a 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), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and 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. 




        (iii)  Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial
interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.6(b)(ii) hereof, the Registrar shall cause the aggregate principal amount
of the applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute and, upon receipt of an Authentication Order pursuant to
Section 2.2 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount. Any Unrestricted
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) 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 Unrestricted Definitive Notes to the Persons in whose names such Notes are so 



28





 

registered.
Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iii) shall not bear the Private Placement Legend. 


        (iv)  Transfer or Exchange of Reg S Temporary Global Notes. Notwithstanding the other provisions of this Section 2.6, a
beneficial interest in the Reg S Temporary Global Note may not be (A) exchanged for a Definitive Note prior to (x) the expiration of the Distribution Compliance Period (unless such
exchange is effected by the Company, does not require an investment decision on the part of the holder thereof and does not violate the provisions of Regulation S) and (y) the receipt by
the Registrar of any certificates identified by the Company or its counsel to be required pursuant to Rule 903(c)(3)(B) under the Securities Act or (B) transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to the events set forth in clause (A) above or unless the transfer is pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904. 




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



          (i)  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; or 


        (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
under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof, 





the
Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note. 



         (ii)  Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive
Note may exchange such 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 Section 2.6(f) hereof, and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 


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




29





 





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



        (D)  the
Registrar receives the following: (1) if the Holder of such Restricted 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 (2) 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 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), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and 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. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel the Restricted Definitive Notes so transferred or
exchanged and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 




        (iii)  Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted
Definitive Note may exchange such 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 shall cancel the applicable Unrestricted Definitive Note and increase or
cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 


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


         (v)  Issuance of Unrestricted Global Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest
is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) of this Section 2.6(d) 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 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred. 




        (e)   Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such
Holder's compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange,
the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 2.6(e). 



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



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




30





 


        (B)  if
the transfer shall be made pursuant to Rule 903 or Rule 904 under the Securities Act, 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 transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 




         (ii)  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 Section 2.6(f) hereof, and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; 


        (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 Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or 


        (D)  the
Registrar receives the following: (1) 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 (2) 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), an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to the
Registrar and 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. 




        (iii)  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 shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (B) the principal amount of Definitive Notes exchanged or transferred for beneficial interests in
Unrestricted Global Notes in connection with 


31





 

the
Exchange Offer pursuant to Section 2.6(d)(ii) hereof and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer (other than Definitive Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and, upon receipt of an Authentication Order pursuant to
Section 2.2 hereof, the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. 


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



          (i)  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,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER." 


"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 (I) TO THE COMPANY, (II) IN 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, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, 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)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
(e)(iii) or (f) to this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 




         (ii)  Global Note Legend. To the extent required by the Depositary, each Global Note shall bear legends in substantially the
following forms: 


"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 



32





 




ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE 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." 


        (iii)  Reg S Temporary Global Note Legend. To the extent required by the Depositary, each Reg S Temporary Global Note shall
bear a legend in substantially the following form: 


"THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE 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 CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE.
NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE." 




        (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 cancelled in whole and not in part, each such Global Note shall be returned to or retained and
cancelled 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 shall 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 shall be reduced
accordingly and an endorsement may be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement may be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 


33





 

        (i)    General Provisions Relating to Transfers and Exchanges.



          (i)  To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes. 


         (ii)  No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 4.13 and 4.14 hereof). 



        (iii)  The
Registrar shall 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. 


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


         (v)  The
Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business
15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer
of or to exchange any Note so selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. 


        (vi)  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. 


       (vii)  The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof. 


      (viii)  All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of
transfer or exchange may be submitted by facsimile. 




        Notwithstanding
anything herein to the contrary, as to any certifications and certificates delivered to the Registrar pursuant to this Section 2.6, the Registrar's duties shall be
limited to confirming that any such certifications and certificates delivered to it are in the form of Exhibits A, B, C and D attached hereto. The Registrar shall not be responsible for confirming the
truth or accuracy of representations made in any such certifications or certificates. 


SECTION 2.7        REPLACEMENT NOTES  



        If any mutilated Note is surrendered to the Trustee or the Company and the Trustee and the Company receive evidence (which evidence may be from the Trustee) to
their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the
Trustee's requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect
the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. 


34





 



The
Company and the Trustee may charge for their expenses in replacing a Note (including the fees and expenses of counsel). Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 


SECTION 2.8        OUTSTANDING NOTES  


        The Notes outstanding at any time are all the Notes authenticated by the Trustee (including any Note represented by a Global Note) except for those cancelled by
it or at its direction, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the
Note. If a Note is replaced pursuant to Section 2.7 hereof, such Note, together with the Guarantee of that particular Note endorsed thereon, 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 4.1 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 the maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest. 


SECTION 2.9        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, shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be fully protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall
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, shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall
be entitled to all of the benefits of this Indenture. 


SECTION 2.11        CANCELLATION  


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


35





 



SECTION 2.12        DEFAULTED INTEREST  



        Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date plus, to the extent lawful, any interest
payable on the defaulted interest at the rate and in the manner provided in Section 4.1 hereof and in the Note (herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered holder on the relevant Record Date, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 



        (1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee and the Paying Agent in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Paying Agent an amount of cash equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment, such cash when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon the Paying Agent shall fix a "Special Record Date" for
the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Paying Agent of the notice of the proposed payment. The Paying Agent shall promptly notify the Company and the Trustee of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it
appears in the Note register maintained by the Registrar not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Notes (or their respective predecessor Notes) are registered on such
Special Record Date and shall no longer be payable pursuant to the following clause (2). 



        (2)   The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee and the Paying Agent of the proposed payment pursuant to this
clause, such manner shall be deemed practicable by the Trustee and the Paying Agent. 




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


SECTION 2.13        CUSIP NUMBERS  


        The Company in issuing the Notes may use "CUSIP" and/or "ISIN" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" and/or "ISIN" numbers
in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the "CUSIP" and/or "ISIN" numbers. 


36





 



SECTION 2.14        ISSUANCE OF ADDITIONAL NOTES  


        The Company may, subject to Section 4.7 hereof and applicable law, issue additional Notes under this Indenture. The Notes issued on the Issue Date and any
additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. 


37






  



 
 

ARTICLE III
  REDEMPTION    
    


SECTION 3.1        NOTICES TO TRUSTEE  



        If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least
45 days (unless a shorter period is acceptable to the Trustee) but not more than 60 days (unless a longer period is acceptable to the Trustee) before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price. 



SECTION 3.2        SELECTION OF NOTES TO BE REDEEMED  


        If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes or portions thereof for redemption on a  pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. 


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


SECTION 3.3        NOTICE OF REDEMPTION  


        Subject to the provisions of Section 3.7 hereof, at least 30 days but not more than 60 days prior to the date fixed for redemption, the
Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed to such Holder's last address as then shown upon the registry book
of the Company's registrar. 


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


        (a)   the
redemption date; 


        (b)   the
redemption price; 


        (c)   if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, on or after the redemption date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 


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


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


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



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


38





 



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


        At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however,
that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date (unless a shorter period shall be acceptable to the Trustee), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 


SECTION 3.4        EFFECT OF NOTICE OF REDEMPTION  


        Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional. 


SECTION 3.5        DEPOSIT OF REDEMPTION PRICE  


        On
or before the redemption date, the Company shall deposit with the Trustee or with the Paying Agent immediately available funds sufficient to pay the redemption price of and accrued
and unpaid interest (and Liquidated Damages, if any) on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest (and Liquidated Damages, if any) on, all Notes to be redeemed. 


        If
the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest (and Liquidated Damages, if any) shall
be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because
of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption 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 4.1 hereof. 


SECTION 3.6        NOTES REDEEMED IN PART  


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


SECTION 3.7        OPTIONAL REDEMPTION  


        (a)   The
Company shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to May 15, 2007. The Notes shall be redeemable for cash at the
option of the Company, in whole or in part, at any time on or after May 15, 2007, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each
Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing
May 15, of the years indicated below, in each case together with accrued and 


39





 

unpaid
interest (and Liquidated Damages, if any) thereon to the date of redemption of the Notes (the "Redemption Date"): 



	Year
 
	 	Percentage
 
	 
	2007	 	104.0	%
	

2008	
 	

102.0	
%
	

2009 and thereafter	
 	

100.0	
%






        (b)   Notwithstanding
the provisions of clause (a) of this Section 3.7, at any time on or prior to May 15, 2006, upon one or more Public Equity Offerings
of the Company's common stock for cash, up to 35% of the aggregate principal amount of the Notes issued pursuant to this Indenture may be redeemed at the Company's option within 90 days of the
closing of any such Public Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash received by the Company from
the Net Cash Proceeds of such Public Equity Offering, at a redemption price equal to 108% of principal, together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the
Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the Notes
originally issued pursuant to this Indenture on the Issue Date remain outstanding. 


        (c)   Any
redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof. 


SECTION 3.8        MANDATORY REDEMPTION  


        Upon issuance of the Notes offered hereby, the net proceeds of the Notes, together with cash on hand contributed by the Company in an amount such that the
proceeds of the offering and such contribution shall be sufficient to redeem in cash the Notes as described in this Section 3.8, shall be paid in cash directly to Deutsche Bank Trust Company
Americas, as securities intermediary (the "Securities Intermediary"). The Securities Intermediary shall invest those funds in United States Treasury
securities (the "Pledged Securities") and shall deposit the Pledged Securities into a securities account (the "Secured Proceeds
Account"). All earnings on the Pledged Securities shall accumulate in the Secured Proceeds Account. Under a Security Agreement and Securities Account Control Agreement (the  "Security
Agreement") among the Company, the Securities Intermediary and the Trustee, the Trustee shall have a security interest in the Secured Proceeds
Account and the assets therein to secure the Company's obligations under this Indenture and the Notes. 


        Pursuant
to the Security Agreement, the Company is required to consummate the redemption for cash of all of the outstanding HIGH TIDES (and the related repayment by the Company of the
Debentures payable to Titan Capital Trust) (the "HIGH TIDES Redemption") no later than thirty days following the Issue Date (the  "Trigger Date"). Pursuant
to the Security Agreement, the Company may use funds from the Secured Proceeds Account in connection with the HIGH TIDES
Redemption. 


        If
the HIGH TIDES Redemption has not occurred by the Trigger Date, the Company shall, in accordance with the procedures set forth in the following two paragraphs of this
Section 3.8, redeem (a "Mandatory Redemption") all of the outstanding Notes, for a price equal to 101% of their principal amount, plus accrued
and unpaid interest thereon through the redemption date (the "Mandatory Redemption Price"). The Mandatory Redemption must occur no later than
10 days after the Trigger Date (the "Mandatory Redemption Date"). 


        In
the event of a Mandatory Redemption, the Trustee will direct the Securities Intermediary to (i) liquidate assets in the Secured Proceeds Account in an amount to generate
sufficient net proceeds (after deducting the customary expenses of the Trustee and Securities Intermediary) to pay the Mandatory Redemption Price and (ii) deliver the net proceeds to the
Trustee. 


40





 



        Notice
of a Mandatory Redemption will be mailed to each Holder of Notes to be redeemed, at its registered address, at least five days before the Mandatory Redemption Date. On the
Mandatory Redemption Date, upon payment to the Holders of the Mandatory Redemption Price, all of each Holder's Notes shall, automatically and without any further action by that Holder, be deemed to be
no longer outstanding for any purpose under the Indenture. Any amounts remaining after payment of the Mandatory Redemption Price for all Notes shall be distributed to the Company. 


        Except
as set forth above, the Company shall not, and the Guarantors shall not, be required to make mandatory redemption payments with respect to the Notes (however, the Company is
required to offer to repurchase Notes in accordance with the provisions of Sections 4.12 and 4.13 below) and the Notes shall not have the benefit of any sinking fund. 


 
 

ARTICLE IV
  COVENANTS    
    


SECTION 4.1        PAYMENT OF NOTES  


        The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 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 and herein. 


        The
Company shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal at the then applicable interest rate on the Notes
to the extent lawful; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (and Liquidated Damages, if any)
(without regard to any applicable grace period) at the same rate to the extent lawful. 


SECTION 4.2        MAINTENANCE OF OFFICE OR AGENCY  



        The Company and the Guarantors 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 and
the Guarantors 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 and the Guarantors shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office. 



        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 additional designations; provided that no such designation or rescission shall in any manner relieve the Company and the Guarantors of
their obligation to maintain an office or agency in the Borough of Manhattan, The City of New York. 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 as one such office or agency of the Company in accordance with Section 2.3 hereof. 


41





 



SECTION 4.3        SEC REPORTS AND REPORTS TO HOLDERS  


        Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall deliver or make available to the
Trustee and to each Holder or shall supply to the Trustee for forwarding to such Holders, within five days after the Company is or would have been (if the Company was subject to such reporting
obligations) required to file such with the SEC, annual and quarterly financial statements substantially equivalent to financial statements that would have been included in reports on Forms 10-K or
10-Q, if the Company were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information
only, a report thereon by the Company's certified independent public accountants as such would be required in such reports to the SEC, and, in each case, together with a management's discussion and
analysis of financial condition and results of operations which would be so required and, unless the SEC shall not accept such reports, file with the SEC the annual, quarterly and other reports which
it is or would have been required to file with the SEC. In addition, the Company and the Guarantors agree that, prior to consummation of the Exchange Offer, they shall make available to the holders
and prospective purchasers designated by a holder, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 


SECTION 4.4        COMPLIANCE CERTIFICATE  


        (a)   The
Company shall deliver to the Trustee, within 120 days after the end of each Company fiscal year, an Officers' Certificate stating that a review of the activities of
the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and its Subsidiaries have
kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge the Company and its
Subsidiaries are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred and be
continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to his or
her knowledge no event has occurred and 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. The Company shall provide the Trustee with timely written notice of any change in its fiscal
year end, which is currently December 31. 


        (b)   The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event
of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 



SECTION 4.5        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 would not have a material adverse effect on the ability of the Company and the Guarantors to
satisfy their obligations under the Notes, the Guarantees and this Indenture. 


SECTION 4.6        STAY, EXTENSION AND USURY LAWS  



        The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, 


42





 



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


SECTION 4.7        LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED CAPITAL STOCK  


        Except as set forth in this Section 4.7, the Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the
Company's Subsidiaries to, directly or indirectly, issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an Acquisition), or otherwise become
responsible for, contingently or otherwise (individually and collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital Stock and Acquired
Indebtedness), other than Permitted Indebtedness. 


        Notwithstanding
the foregoing if: 


        (1)   no
Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro
forma basis, to such incurrence of Indebtedness and 


        (2)   on
the date of such incurrence (the "Incurrence Date"), the Company's Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date,
after giving effect on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the definition of Consolidated Coverage
Ratio, the use of proceeds thereof, would be at least 2.00 to 1.00 (the "Debt Incurrence Ratio"), 


then
the Company and the Company's Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock). 


        In
addition, the foregoing limitations of the first paragraph of this Section 4.7 will not prohibit: 


        (a)   the
Company's incurrence or the incurrence by any Guarantor of Purchase Money Indebtedness; provided, that 



        (1)   the
aggregate amount of such Purchase Money Indebtedness incurred and outstanding at any time pursuant to this paragraph (a) (plus any Refinancing Indebtedness issued to
retire, defease, refinance, replace or refund such Purchase Money Indebtedness) shall not exceed $25.0 million, and 


        (2)   in
each case, such Purchase Money Indebtedness shall not constitute more than 100% of our cost or the cost to such Guarantor, (determined in accordance with GAAP in good
faith by the Company's Board of Directors), as applicable, of the property so purchased, constructed, improved or leased; 




        (b)   if
no Event of Default shall have occurred and be continuing, the Company's incurrence or the incurrence by any Guarantor of Indebtedness in an aggregate amount incurred
and outstanding at any time pursuant to this paragraph (b) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to
$35.0 million; and 


        (c)   the
Company's incurrence or the incurrence by any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate amount incurred and outstanding at any time
pursuant to this paragraph (c) (plus any Refinancing Indebtedness incurred to retire, defease, refinance, replace or refund such Indebtedness) of up to $485.0 million, minus the amount of any such
Indebtedness (1) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding 


43





 



amounts
or the commitments with respect to such Indebtedness pursuant to clause (2) of paragraph (b) of Section 4.12, hereof, or (2) assumed by a transferee in an Asset Sale. 



        Indebtedness
(including Disqualified Capital Stock) of any Person which is outstanding at the time such Person becomes one of the Company's Subsidiaries (including upon designation of
any subsidiary or other Person as a Subsidiary) or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries shall be deemed to have been incurred at the time such
Person becomes or is designated one of the Company's Subsidiaries or is merged with or into or consolidated with the Company or one of the Company's Subsidiaries as applicable. 


        Notwithstanding
any other provision of this Section 4.7, but only to avoid duplication, a guarantee of the Company's Indebtedness or of the Indebtedness of another Guarantor incurred in
accordance with the terms of this Indenture (other than Indebtedness incurred pursuant to clause (a) hereof) issued at the time such Indebtedness was incurred or if later at the time the guarantor
thereof became one of the Company's Subsidiaries shall not constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon each incurrence the Company may designate (and later
redesignate) pursuant to which provision of this Section 4.7 such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate (and later redesignate) more than
one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this Section
4.7, except as stated otherwise in the foregoing provisions. 


SECTION 4.8        LIMITATION ON LIENS  


        The Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, create, incur,
assume or suffer to exist any Lien of any kind, other than Permitted Liens, upon any of their respective assets now owned or acquired on or after the date of this Indenture or upon any income or
profits therefrom securing any of the Company's Indebtedness or any Indebtedness of any Guarantor, unless the Company provides, and causes the Company's Subsidiaries to provide, concurrently
therewith, that the Notes and the applicable Guarantees are equally and ratably so secured; provided that if such Indebtedness is Subordinated
Indebtedness, the Lien securing such Subordinated Indebtedness shall be contractually subordinate and junior to the Lien securing the Notes (and any related applicable Guarantees) with the same
relative priority as such Subordinated Indebtedness shall have with respect to the Notes (and any related applicable Guarantees). 


SECTION 4.9        LIMITATION ON RESTRICTED PAYMENTS  



        (a)   The
Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, directly or indirectly,
make any Restricted Payment if, after giving effect to such Restricted Payment on a pro forma basis: 



        (1)   a
Default or an Event of Default shall have occurred and be continuing, 


        (2)   the
Company is not permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio in Section 4.7 hereof, or 



        (3)   the
aggregate amount of all Restricted Payments made by the Company and the Company's Subsidiaries, including after giving effect to such proposed Restricted Payment, on
and after the Issue Date, would exceed, without duplication, the sum of: 



        (A)  $15.0
million, plus 


        (B)  50%
of the Company's aggregate Consolidated Net Income for the period (taken as one accounting period), commencing on the first day of the first full fiscal quarter 




44





 





commencing
after the Issue Date, to and including the last day of the fiscal quarter ended immediately prior to the date of each such calculation for which the Company's consolidated financial
statements are required to be delivered to the Trustee or, if sooner, filed with the SEC (or, in the event Consolidated Net Income for such period is a deficit, then minus 100% of such deficit), plus 


        (C)  the
aggregate Net Cash Proceeds received by the Company from the sale of the Company's Qualified Capital Stock (other than (i) to one of the Company's Subsidiaries and
(ii) to the extent applied in connection with a Qualified Exchange or, to avoid duplication, otherwise given credit for in any provision of the following paragraph), after the Issue Date, plus 


        (D)  except
in each case, in order to avoid duplication, to the extent any such payment or proceeds have been included in the calculation of Consolidated Net Income, an
amount equal to the net reduction in Investments (other than returns of or from Permitted Investments) in any Person resulting from distributions on or repayments of any Investment, including payments
of interest on Indebtedness, dividends, repayments of loans or advances, or other distributions or other transfers of assets, in each case to the Company or any Subsidiary or from the Net Cash
Proceeds from the sale of any such Investment or from redesignations of Unrestricted Subsidiaries as Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed,
in each case, the amount of Investments previously made by the Company or any Subsidiary in such Person, including, if applicable, such Unrestricted Subsidiary, less the cost of disposition. 





        (b)   Clauses
(a)(2) and (3) of this Section 4.9, however, shall not prohibit: 



        (1)   the
HIGH TIDES Redemption, 


        (2)   any
redemption, pursuant to the terms of the Rights Agreement, dated as of August 21, 1995, between the Company and the Rights Agent thereunder, of the Company's
preferred share purchase rights that are attached to the Company's common stock, 


        (3)   any
payment in respect of Permitted Earn-Out Obligations, 


        (4)   repurchases
of Capital Stock from the Company's employees or directors (or their heirs or estates) or employees or directors (or their heirs or estates) of the Company's
Subsidiaries upon the death, disability or termination of employment or service as a director and the cashing-out of stock options from the Company's employees or directors pursuant to the terms of
any stock option, restricted stock or stock incentive plan, in an aggregate amount to all employees or directors (or their heirs or estates) not to exceed $1.0 million per year or $3.5 million in the
aggregate on and after the Issue Date, 


        (5)   any
dividend, distribution or other payments by any of the Company's Subsidiaries on its Equity Interests that is paid pro
rata to all holders of such Equity Interests, 


        (6)   a
Qualified Exchange, 



        (7)   the
payment of any dividend on Qualified Capital Stock within 60 days after the date of its declaration if such dividend could have been made on the date of such
declaration in compliance with the foregoing provisions, or 


        (8)   so
long as no Default shall have occurred and be continuing, the payment of dividends on the preferred stock of the Company outstanding on the Issue Date, payable on a
quarterly basis not to exceed $180,000 per quarter. 





        (c)   The
full amount of any Restricted Payment made pursuant to clauses (b)(2), (b)(4), (b)(5), (b)(7) and (b)(8) of this Section 4.9 (but not pursuant clauses (b)(1), (b)(3)
or (b)(6) of this Section 


45





 

4.9),
however, shall be counted as Restricted Payments made for purposes of the calculation of the aggregate amount of Restricted Payments available to be made referred to in clause (a)(3) of this
Section 4.9. 


        (d)   For
purposes of this Section 4.9, the amount of any Restricted Payment made or returned, if other than in cash, shall be the fair market value thereof, as determined in
the good faith reasonable judgment of the Company's Board of Directors, unless stated otherwise, at the time made or returned, as applicable. Additionally, concurrently with each Restricted Payment,
the Company shall deliver an Officers' Certificate to the Trustee describing in reasonable detail the nature of such Restricted Payment in excess of $2,500,000, stating the amount of such Restricted
Payment, stating in reasonable detail the provisions of this Indenture pursuant to which such Restricted Payment was made and certifying that such Restricted Payment was made in compliance with the
terms of this Indenture. 


SECTION 4.10        LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES  


        The Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, directly or
indirectly, create, assume or suffer to exist any consensual restriction on the ability of any of the Company's Subsidiaries to pay dividends or make other distributions to or on behalf of, or to pay
any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any of the Company's
Subsidiaries, except: 


        (1)   restrictions
imposed by the Notes or this Indenture or by the Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking  pari passu with the Notes or the Guarantees, as applicable,
provided, that such restrictions are no more
restrictive taken as a whole than those imposed by this Indenture and the Notes, 


        (2)   restrictions
imposed by applicable law, 


        (3)   existing
restrictions under Existing Indebtedness, 


        (4)   restrictions
under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property,
asset, or business acquired by the Company or any of the Company's Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in
anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, 


        (5)   any
restriction imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.7 hereof; provided,
that such restrictions are no more restrictive than that imposed by the Credit Agreement, taken as a whole, as of the Issue Date, 


        (6)   restrictions
with respect solely to any of the Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of
all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such
Subsidiary which are being sold, 


        (7)   restrictions
on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7 hereof; provided, that
such restrictions relate only to the transfer of the property acquired, constructed, installed or improved with the proceeds of such Purchase Money Indebtedness, 


        (8)   in
connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (1), (3), (4) or (7) or this clause (8) of this
Section 4.10 that are not more restrictive taken as a whole than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the
Indebtedness so refinanced, 


46





 



        (9)   restrictions
on cash or other deposits or net worth requirements imposed by customers, or required by insurance, surety or bonding companies, under contracts entered
into in the ordinary course of business, 


        (10) restrictions
imposed by customary provisions in joint venture agreements and similar agreements that restrict the transfer of the interest in the joint venture; 


        (11) in
the case of transfers of assets or property to or on behalf of us or any of the Company's Subsidiaries, restrictions arising or agreed to in the ordinary course of
business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Subsidiary in any manner material to
the Company or any Subsidiary; and 


        (12) restrictions
contained in any mortgage or construction financing agreement which impose restrictions on the transfer of the property acquired or improved. 


        Notwithstanding
the foregoing, (a) customary provisions restricting subletting or assignment of or in any lease entered into in the ordinary course of business, consistent with industry
practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms
of this Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien. 


SECTION 4.11        LIMITATION ON TRANSACTIONS WITH AFFILIATES  



        Neither the Company nor any of the Company's Subsidiaries shall be permitted on or after the Issue Date to enter into or suffer to exist any contract, agreement,
arrangement or transaction with any Affiliate (an "Affiliate Transaction"), or any series of related Affiliate Transactions, (other than Exempted
Affiliate Transactions), (1) unless it is determined that the terms of such Affiliate Transaction are fair and reasonable to the Company, and no less favorable to the Company than could have been
obtained in an arm's length transaction with a non-Affiliate, and (2) if involving consideration to either party in excess of $5,000,000, unless such Affiliate Transaction(s) has been approved by a
majority of the members of the Company's Board of Directors who are disinterested in such transaction, if there are any directors who are so disinterested, and (3) if involving consideration to either
party in excess of $15,000,000, the Company, prior to the consummation thereof, obtains a written favorable opinion as to the fairness of such transaction to the Company from a financial point of view
from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions,
an appraisal or valuation firm of national reputation in the United States. Within 5 days of any Affiliate Transaction(s) involving consideration to either party of $1,000,000 or more, the Company
shall deliver to the Trustee an Officers' Certificate addressed to the Trustee certifying that such Affiliate Transaction (or Transactions) complied with clauses (1), (2), and (3) of this Section
4.11, as applicable. 


SECTION 4.12        LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK  


        (a)   The
Company shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, in one or a series of
related transactions, (i) convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case
of a Guarantor or one of the Company's Subsidiaries), or any sale and leaseback transaction, or (ii) sell, transfer or issue of any Equity Interests of any of the Company's Subsidiaries, whether by
the Company or one of the 


47





 

Company's
Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of the Company's Subsidiaries (any of the foregoing, an "Asset
Sale"), unless: 



        (1)   at
least 80% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash, Cash Equivalents, except in the case of Excluded Assets,
and 


        (2)   the
Company's Board of Directors determines in good faith that the Company receive or such Subsidiary receives, as applicable, fair market value for such Asset Sale. 


For
purposes of clause (1) above, the following shall be deemed cash or Cash Equivalents: (a) Purchase Money Indebtedness secured solely by assets sold and assumed by a transferee;  provided, that the
Company is and the Company's Subsidiaries are fully released from obligations in connection therewith, (b) Indebtedness (other than
Subordinated Indebtedness) assumed by a transferee in an Asset Sale; provided, that the Company is and the Company's Subsidiaries are fully released
from obligations in connection therewith and (c) property that within 90 days of such Asset Sale is converted into cash or Cash Equivalents; provided,
that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received. 




        (b)   Within
365 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") may be: 



        (1)   invested
(or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an
additional 30 days) in fixed assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related
Business) or used to make Permitted Investments other than those contemplated by clauses (a), (b), and (e) thereof, which in the good faith reasonable judgment of our Board of Directors will
immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or 



        (2)   used
to retire (i) Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) Senior Debt and to permanently reduce (in the case
of Senior Debt that is not such Purchase Money Indebtedness) the amount of such Indebtedness permitted to be incurred pursuant to paragraph (b) or (c), as applicable, of Section 4.7, hereof,
(including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) by an amount of Net Cash Proceeds so applied, or 


        (3)   applied
to the optional redemption of the Notes in accordance with the terms of this Indenture and the Company's other Indebtedness ranking on a parity with the Notes
and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the
respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding, 


except
that, in the case of each of the provisions of clauses (1) and (2), only proceeds from an Asset Sale of assets or capital stock of a Foreign Subsidiary may be invested in or used to retire
Indebtedness of a Foreign Subsidiary. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds
in any manner that is not prohibited by this Indenture. 




        (c)   The
accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clauses (1), (2) or (3) of Section 4.12(b) above shall constitute Excess Proceeds. Within
30 days after the date that the amount of Excess Proceeds exceeds $15,000,000, the Company shall apply an amount equal to the Excess Proceeds (the "Asset Sale Offer
Amount") by making an offer to repurchase the Notes and such 


48





 

other
Indebtedness with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to
conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of
Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase
price of 100% of the principal amount of the Notes (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer
Price"), together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment. Each Asset Sale Offer shall remain open for a minimum of 20 Business
Days following its commencement (the "Asset Sale Offer Period"). 


        (d)   Upon
expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest (and Liquidating
Damages, if any) to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale
Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any). To the extent that the
aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the
Company may invest any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by this Indenture and following the consummation of each Asset Sale Offer the Excess Proceeds
amount shall be reset to zero. 


        Notwithstanding,
and without complying with, the provisions of this Section 4.12: 



        (1)   the
Company may and the Company's Subsidiaries may, in the ordinary course of business, (a) convey, sell, transfer, assign or otherwise dispose of inventory assets
acquired and held for resale in the ordinary course of business and (b) liquidate cash or Cash Equivalents; 


        (2)   the
Company may and the Company's Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with Sections 5.1 and 5.2
hereof; 


        (3)   the
Company may and the Company's Subsidiaries may sell or dispose of damaged, worn out or other obsolete property in the ordinary course of business so long as such
property is no longer necessary for the proper conduct of the Company's business or the business of such Subsidiary, as applicable; 



        (4)   the
Company may and the Guarantors may convey, sell, transfer, assign or otherwise dispose of assets to the Company or any Guarantor; 


        (5)   the
Company may and each of the Company's Subsidiaries may, in the ordinary course of business, convey, sell transfer, assign, or otherwise dispose of assets (or related
assets or in related transactions) with a fair market value of less than $1.5 million; 


        (6)   the
Company may and each of the Company's Subsidiaries may surrender or waive contract rights or settle, release or surrender contract, tort or other litigation claims
in the ordinary course of business or grant Liens not prohibited by this Indenture; 



        (7)   Foreign
Subsidiaries may convey, sell, transfer, assign or otherwise dispose of assets to the Company, any of the Guarantors, or any other Foreign Subsidiary; 


        (8)   the
Company may and the Company's Guarantors may exchange assets held by the Company or such Guarantors for assets held by any Person or entity;  provided, that (a) the assets received by the Company or such
Guarantors in any such exchange in the good faith reasonable judgment of the Company's
Board of Directors will immediately constitute, be a part of, or be used in, a Related Business of the Company or such Guarantors, (b) our Board of Directors has determined that the terms of any
exchange are fair and reasonable, and (c) to the extent that the Company or any of the Company's Guarantors receives cash or Cash Equivalents in such 



49





 




exchange,
the Company will apply such cash or Cash Equivalents in accordance with this Section 4.12; and 


        (9)   the
Company may and the Guarantors may sell Equity Interests in (i) Titan Scan Technologies, Inc. or (ii) in Subsidiaries classified as discontinued operations, in each
case pursuant to existing equity
incentive plans, as such plans exist on the Issue Date, without any amendment thereto increasing the number of Equity Interests reserved for issuance under such plans. 




        Any
Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and
regulations thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section
4.12, the Company's compliance or the compliance of any of the Company's subsidiaries with such laws and regulations shall not in and of itself cause a breach of the Company's obligations under this
Section 4.12. 


        If
the payment date in connection with an Asset Sale Offer hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and
unpaid interest (and Liquidated Damages, if any, due on such Interest Payment Date) shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date. 


SECTION 4.13        REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL  


        In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such Holder's option, pursuant to an offer (subject only to
conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any part of
such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the
"Change of Control Purchase Date") that is no later than 35 Business Days after the occurrence of such Change of Control, at a cash price equal to 101%
of the principal amount thereof (the "Change of Control Purchase Price"), together with accrued and unpaid interest (and Liquidated Damages, if any), to
the Change of Control Purchase Date. 


        The
Change of Control Offer shall be made within 15 Business Days following a Change of Control and shall remain open for at least 20 Business Days following its commencement (the
"Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall promptly purchase all Notes properly
tendered in response to the Change of Control Offer. 


        As
used in this Section 4.13, "person" (including any group that is deemed to be a "person") has the meaning given by Sections 13(d) of the Exchange Act, whether or not applicable. 



        Notwithstanding
the foregoing, the Company shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness
under the Credit Agreement, any of the Company's other Senior Debt or Senior Debt of any Guarantor or obtains the
consents of such lenders to such Change of Control Offer as set forth in the following paragraph of this Section 4.13, and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer. 


        Prior
to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company shall: 



        (1)   (a)
repay in full and terminate all commitments under Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a
Change of Control or (b) offer to repay in full and terminate all commitments under all Indebtedness under 



50





 

the
Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which has accepted such offer in full, or 


        (2)   obtain
the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided herein. 


        The
Company's failure to comply with the preceding sentence shall constitute an Event of Default described in clause (3) under Section 6.1 hereof, but without giving effect to the stated
exceptions in such clause. 


        On
or before the Change of Control Purchase Date, the Company shall: 


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


        (2)   deposit
with the Paying Agent cash sufficient to pay the Change of Control Purchase Price (together with accrued and unpaid interest (and Liquidated Damages, if any) to
the Change of Control Purchase Date) of all Notes so tendered, and 



        (3)   deliver
to the Trustee the Notes so accepted together with an Officers' Certificate listing the Notes or portions thereof being purchased by the Company and the Change
of Control Purchase Price. 




        The
Paying Agent promptly shall pay the Holders of Notes so accepted an amount equal to the Change of Control Purchase Price (together with accrued and unpaid interest and Liquidated
Damages, if any) and the Trustee promptly shall authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so
accepted shall be delivered promptly by the Company to the Holder thereof. The Company publicly shall announce the results of the Change of Control Offer on or as soon as practicable after the Change
of Control Purchase Date. 


        Any
Change of Control Offer shall be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules
thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the
Company's compliance or compliance by any of the Guarantors with such laws and regulations shall not in and of itself cause a breach of their obligations under such covenant. 



        If
the Change of Control Purchase Date hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest
(and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date. 


SECTION 4.14        LIMITATION ON LAYERING INDEBTEDNESS  


        The Company shall not, and the Guarantors shall not and neither the Company nor the Guarantors shall permit any of the Company's Subsidiaries to, directly or
indirectly, incur, or suffer to exist any Indebtedness that is contractually subordinate in right of payment to any of the Company's other Indebtedness or any other Indebtedness of a Guarantor unless,
by its terms, such Indebtedness is contractually subordinate in right of payment to, or ranks pari passu with, the Notes or the Guarantee, as
applicable. 


SECTION 4.15        SUBSIDIARY GUARANTORS  


        All of the Company's present Subsidiaries and all of the Company's future Subsidiaries (other than Foreign Subsidiaries and Cayenta), jointly and severally shall
guaranty all principal, premium, if any, 


51





 



and
interest on the Notes on a senior subordinated basis. The terms of such Guarantees are more particularly set forth in Article X of this Indenture. 


        Notwithstanding
anything herein or in this Indenture to the contrary, if any of the Company's Subsidiaries (including Foreign Subsidiaries) that is not a Guarantor guarantees any of the
Company's other Indebtedness (other than under the Credit Agreement) or any other Indebtedness of any of the Company's Subsidiaries, or the Company or any of the Company's Subsidiaries, individually
or collectively, pledges more than 65% of the Voting Equity Interests of a Subsidiary (including Foreign Subsidiaries) that is not a Guarantor to a lender to secure the Company's Indebtedness or any
Indebtedness of any Guarantor, then such Subsidiary must become a Guarantor. 


SECTION 4.16        LIMITATION ON STATUS AS INVESTMENT COMPANY  


        The Company and its Subsidiaries shall be prohibited from being required to register as an "investment company" (as that term is defined in the Investment Company
Act of 1940, as amended (the "Investment Company Act")), or from otherwise becoming subject to regulation under the Investment Company Act. 


SECTION 4.17        MAINTENANCE OF PROPERTIES AND INSURANCE  


        The Company and the Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of their Subsidiaries
to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in their judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times;  provided,
however, that nothing in this Section 4.17 shall prevent the Company or any Guarantor from discontinuing any operation or maintenance of any
of such properties, or disposing of any of them, if such discontinuance or disposal is (a) (i) in the judgment of the Company, desirable in the conduct of the business of such entity and (ii) would
not have a material adverse effect on the ability of the Company and the Guarantors to satisfy their obligations under the Notes, the Guarantees and this Indenture, and, to the extent applicable, (b)
as otherwise permitted under Section 4.12 hereof. 


        The
Company and Guarantors shall provide, or cause to be provided, for themselves and each of their Subsidiaries, insurance (including appropriate self-insurance) against loss or damage
of the kinds customarily insured against by corporations similarly situated and owning like properties, in such amounts and with such deductibles and by such methods as shall be customary for
corporations similarly situated in the industry in which the Company and the Guarantors, as the case may be, conduct business. 


SECTION 4.18        CORPORATE EXISTENCE  


        Subject to Article IV and Article V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries,
if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss
thereof would not have a material adverse effect on the ability of the Company and the Guarantors to satisfy their obligations under the Notes, the Guarantees and this Indenture. 


52





 
 
 

ARTICLE V
  SUCCESSORS    
    


SECTION 5.1        MERGER, CONSOLIDATION OR SALE OF ASSETS  


        The Company shall not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all
of the Company's assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons,
unless: 



        (1)   either
(a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any
state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Company's obligations in connection with the Notes and this Indenture; 



        (2)   no
Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such
transaction; 


        (3)   immediately
after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or
transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.7 herein; and 


        (4)   each
Guarantor, shall have by amendment to its Guarantee and, as applicable this Indenture, if necessary confirmed in writing that its Guarantee shall apply to the
obligations of the Company or the surviving entity in accordance with the Notes and this Indenture. 




SECTION 5.2        SUCCESSOR CORPORATION SUBSTITUTED  


        Upon any consolidation or merger or any transfer of all or substantially all of the Company's assets in accordance with Section 5.1, the successor corporation
formed by such consolidation or into which the Company are merged or to which such transfer is made shall succeed to and (except in the case of a lease) be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named therein as the Company, and (except in the case of a lease) the Company shall
be released from the obligations under the Notes and this Indenture except with respect to any obligations that arise from, or are related to, such transaction. 


        For
purposes of Sections 5.1 and 5.2 the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, the
Company's interest in which constitutes all or substantially all of the Company's properties and assets, shall be deemed to be the transfer of all or substantially all of the Company's properties and
assets. 


 
 

ARTICLE VI
  DEFAULTS AND REMEDIES    
    


SECTION 6.1        EVENTS OF DEFAULT  


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



        (1)   the
Company's failure to pay any installment of interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and the continuance of
any such failure for 30 days, 


        (2)   the
Company's failure to pay all or any part of the principal, or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by
acceleration or 



53





 




otherwise,
including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of
Control Offer or Asset Sale Offer, as applicable, 


        (3)   the
Company's failure or the failure by any of the Company's Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or this Indenture
and, except for the provisions under Sections 4.9, 4.12, 4.13, 5.1 and 5.2 hereof, the continuance of such failure for a period of 30 days after written notice is given to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding, 



        (4)   a
court having jurisdiction in the premises enters a decree or order for (a) relief in respect of the Company or any Significant Subsidiary in an involuntary case under
any applicable Bankruptcy Law now or hereafter in effect, (b) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant
Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (c) the winding up or liquidation of the affairs of the Company or any Significant
Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; 



        (5)   the
Company or any Significant Subsidiary (a) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an
order for relief in an involuntary case under any such law, (b) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (c) effects any general assignment for
the benefit of creditors; 


        (6)   a
default in the Company's Indebtedness or the Indebtedness of any of the Company's Subsidiaries with an aggregate amount outstanding in excess of $10,000,000 (a)
resulting from the failure to pay principal at maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity, 


        (7)   final
unsatisfied judgments not covered by insurance aggregating in excess of $10,000,000, at any one time rendered against the Company or any of the Company's
Subsidiaries and not stayed, bonded or discharged within 60 days, and 


        (8)   any
Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the
terms of the Guarantee and this Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee. 




SECTION 6.2        ACCELERATION  


        (a)   If
an Event of Default occurs and is continuing (other than an Event of Default specified in clauses (4) and (5) of Section 6.1 hereof relating to the Company or any of
the Company's Significant Subsidiaries), then in every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Holders) (an "Acceleration
Notice"), may declare all principal, determined as set forth below, and accrued interest (and Liquidated Damages, if any) thereon to be due and payable immediately. In the
event a declaration of acceleration resulting from an Event of Default described in clause (6) under Section 6.1 hereof with respect to any Senior Debt outstanding pursuant to the Credit Agreement has
occurred and is continuing, such declaration of acceleration shall be automatically annulled if such 


54





 

default
is cured or waived or the holders of the Indebtedness which is the subject of such default have rescinded their declaration of acceleration in respect of such Indebtedness within 30 days
thereof and the Trustee has received written notice or such cure, waiver or rescission and no other Event of Default described in clause (6) under Section 6.1 hereof has occurred that has not been
cured or waived within 30 days of the declaration of such acceleration in respect of such Indebtedness. If an Event of Default specified in clause (4) or (5) under Section 6.1 hereof, relating to the
Company or any of the Company's Significant Subsidiaries occurs, all principal and accrued interest (and Liquidated Damages, if any) thereon shall be immediately due and payable on all outstanding
Notes without any declaration or other act on the part of the Trustee or the Holders. 


        (b)   Prior
to the declaration of acceleration of the maturity of the Notes, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may
waive on behalf of all the Holders any Default, except a Default with respect to any provision requiring a supermajority approval to amend, which Default may only be waived by such a supermajority,
and except a Default in the payment of principal of or interest on any Note not yet cured or a Default with respect to any covenant or provision which cannot be modified or amended without the consent
of the Holder of each outstanding Note affected. Subject to the provisions of this Indenture relating to the duties of the Trustee, the Trustee shall be under no obligation to exercise any of its
rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to it. Subject to all
provisions of this Indenture and applicable law, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. 


        (c)   At
any time after such a declaration of acceleration being made and before a judgment or decree for payment of the money due has been obtained by the Trustee as
hereinafter provided in this Article VI, the Holders of not less than a majority in aggregate principal amount of then outstanding Notes, by written notice to the Company and the Trustee, may rescind,
on behalf of all Holders, any such declaration of acceleration and its consequences if: 



        (1)   the
Company has paid or deposited with the Trustee cash sufficient to pay: (a) all overdue interest (and Liquidated Damages, if any) on all Notes; (b) the principal of
(and premium, if any, applicable to) any Notes which would become due other than by reason of such declaration of acceleration, and to the extent such interest is lawful, interest thereon at the rate
borne by the Notes; (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (d) all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and all other amounts due the Trustee under Section 7.7 hereof; and 


        (2)   all
Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of
acceleration and except a Default with respect to any provision requiring a supermajority approval to amend, which Default may only be waived by such a supermajority, have been cured or waived as
provided in Section 6.4 hereof. 




        (d)   Notwithstanding
clause (c) of this Section 6.2, no waiver shall be effective against any Holder for any Event of Default or event which with notice or lapse of time or
both would be an Event of Default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby, unless all
such affected Holders agree, in writing, to waive such Event of Default or other event. No such waiver shall cure or waive any subsequent default or impair any right consequent thereon. 


55





 

SECTION 6.3        OTHER REMEDIES  



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


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


SECTION 6.4        WAIVER OF PAST DEFAULTS  


        Subject to Section 6.7 hereof and notwithstanding anything contained in Section 6.2(b), the Holders of a majority in principal amount of the outstanding Notes by
written notice to the Company and to the Trustee, may, on behalf of all Holders, waive any existing or past Default or Event of Default hereunder and its consequences under this Indenture, except,
subject to Section 6.2(c), a default: 



        (1)   in
the payment of principal of, premium, if any, Liquidated Damages, if any, or interest on any Note not yet cured as specified in clauses (1) and (2) of Section 6.2(c)
hereof; or 


        (2)   in
respect of a covenant or provision hereof which, under Article IX, cannot be modified or amended without the consent of the Holder of each outstanding Note affected,
unless all such affected Holders agree, in writing, to waive such default. 




        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 arising therefrom. 


SECTION 6.5        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 in good faith may be unduly prejudicial to the rights of other Holders of Notes not joining in the giving of such direction or
that may involve the Trustee in personal liability and the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from Holders of the Notes. 


SECTION 6.6        LIMITATION ON SUITS  


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



        (1)   the
Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 


        (2)   the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; 


        (3)   such
Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any costs, 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 



56





 




        (5)   during
such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the
request. 




For
purposes of this Section 6.6 of this Indenture, the Trustee shall comply with TIA Section 316(a) in making the determination of whether the Holders of the required aggregate principal amount of
outstanding notes have concurred in any request or direction to be Trustee to pursue any remedy available to the Trustee or the Holders with respect to this Indenture or the Notes or otherwise under
the law. 


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 6.7        RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT  



        Notwithstanding any other provision of this Indenture, except as permitted by Section 9.2 hereof, the right of any Holder of a Note to receive payment of the
principal of, premium and interest (and Liquidated Damages, if any) on the Notes, on or after the respective due dates expressed in the Notes (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 6.8        COLLECTION SUIT BY TRUSTEE  


        If an Event of Default specified in Section 6.1 hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal of, premium (and Liquidated Damages, if any) and interest remaining unpaid on the Notes and, to the extent lawful, 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 6.9        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 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 7.7 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 7.7 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; provided, however that the Trustee 


57





 



may,
on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of the creditor's committee. 


SECTION 6.10        PRIORITIES  


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



        First: to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection (including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel); 


        Second: to Holders of Notes for amounts due and unpaid on the Notes for principal 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 fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 


SECTION 6.11        UNDERTAKING FOR COSTS  


        In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee,
a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 


 
 

ARTICLE VII
  TRUSTEE    
    


SECTION 7.1        DUTIES OF TRUSTEE  


        (a)   If
an Event of Default of which a Responsible Officer of the Trustee has actual knowledge or the Trustee has written notice has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances
in the conduct of its own affairs. 


        (b)   Except
during the continuance of an Event of Default of which the Trustee has knowledge: 



        (1)   the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 


        (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, 



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the
Trustee shall 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 (c) does not limit the effect of paragraph (b) of this Section 7.1; 


        (2)   the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent
in ascertaining the pertinent facts; and 


        (3)   the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5
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 Sections 7.1 and 7.2 hereof. 


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


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


SECTION 7.2        RIGHTS OF TRUSTEE  



        (a)   In
connection with the Trustee's rights and duties under this Indenture, the Trustee may conclusively rely upon any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 


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


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


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


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


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


        (g)   The
Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article IV hereof. In addition, the Trustee shall not be deemed to have
knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.1(1), 6.1(2) and 4.1 hereof or (ii) any Default or Event of Default of which the Trustee
shall have received written 


59





 



notification
in the manner set forth in this Indenture or a Responsible Officer in the Corporate Trust Office of the Trustee shall have obtained actual knowledge. Delivery of reports, information and
documents to the Trustee under Section 4.3 hereof is for informational purposes only and the Trustee's receipt of the foregoing shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the Company's or any Guarantor's, as applicable, compliance with any of their covenants thereunder (as to which the Trustee is
entitled to rely exclusively on an Officer's Certificate). 


        (h)   The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee may, in its discretion, make such further inquiry or investigation
into such facts or matters as it may see fit. 


        In
the event that the Trustee is also acting in the capacity of any Agent or Notes Custodian hereunder, the rights, protections, and indemnities afforded to the Trustee hereunder shall
also be afforded to the Trustee in its capacity as Agent or Notes Custodian. 


SECTION 7.3        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 (as defined in the TIA) it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 


SECTION 7.4        TRUSTEE'S DISCLAIMER  


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


SECTION 7.5        NOTICE OF DEFAULTS  


        If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, or the Trustee has received written
notice, the Trustee shall mail to Holders of Notes a notice in the manner and to the extent provided by Section 313(c) of the TIA 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, if any, 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 7.6        REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES  


        Within 60 days after each May 15 beginning with May 15, 2004, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a
brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the 12 months preceding the
reporting date, no report need be transmitted). The Trustee also 


60





 



shall
comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c). 


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


SECTION 7.7        COMPENSATION AND INDEMNITY  


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


        The
Company shall indemnify the Trustee and its officers, directors, employees and agents against any and all losses, liabilities or expenses (including reasonable attorneys' fees and
expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 


        The
obligations of the Company under this Section 7.7 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. 



        To
secure the Company's payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that
held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.1(4) or 6.1(5) hereof occurs, the expenses and the compensation for the services
(including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 



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


SECTION 7.8        REPLACEMENT OF TRUSTEE  


        A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment
as provided in this Section 7.8. 


        The
Trustee may resign in writing at any time by giving 60 days prior written notice and be discharged from the trust hereby created by so notifying the Company. The Holders of Notes of
a 


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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. 




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



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


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



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of
the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's
obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee. 


SECTION 7.9        SUCCESSOR TRUSTEE BY MERGER, ETC.  


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


SECTION 7.10        ELIGIBILITY; DISQUALIFICATION  


        There shall at all times be a Trustee hereunder that is a corporation or trust company (or a member of a bank holding company) 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 (or the bank holding company of which it is a member has) a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition. 


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


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SECTION 7.11        PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY  


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


 
 

ARTICLE VIII
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE    
    


SECTION 8.1        OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE  


        The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either
Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 


SECTION 8.2        LEGAL DEFEASANCE AND DISCHARGE  


        Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, each of the Company and the Guarantors, as applicable, shall,
subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and Guarantees,
as applicable, on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged all amounts owed under the outstanding Notes, and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Guarantees, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes, such Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes
to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in Section 8.4, payments in respect of the principal of, premium, if any, and interest (and
Liquidated Damages, if any) on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Sections 2.6, 2.7 and 2.10 and Section 4.2 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article VIII. Subject to compliance with this Article VIII, the
Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof. 


SECTION 8.3        COVENANT DEFEASANCE  


        Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the applicable conditions set
forth in Section 8.4 hereof, the Company and the Guarantors shall be released from their respective obligations under Sections 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17
hereof and Article V hereof, and the Guarantors shall be released from their obligations under Article X hereof, in each case on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes and the Guarantees shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder
(it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and
the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or 


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limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the
satisfaction of the applicable conditions set forth in Section 8.4 hereof, (x) Sections 6.1(3), (6), and (7) hereof shall not constitute Events of Default and (y) Sections 6.1(4) and 6.1(5) hereof
shall not constitute an Event of Default to the extent they occur after the 91st day following the occurrence of the Company's exercise of Covenant Defeasance;  provided, however that for all
other purposes as set forth herein, such Covenant Defeasance provisions shall be effective. 



SECTION 8.4        CONDITIONS TO LEGAL OR COVENANT DEFEASANCE  


        The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes: 


        In
order to exercise either Legal Defeasance or Covenant Defeasance: 


        (a)   the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States legal tender, U.S. Government Obligations, or a
combination thereof, in amounts that shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, 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 Trustee must have, for the benefit of
Holders of the Notes, a valid, perfected exclusive security interest in such trust; 


        (b)   in
the case of an election under Section 8.2 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee from United
States legal counsel 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, the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not
occurred; 


        (c)   in
the case of an election under Section 8.3 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee from United
States legal counsel confirming that Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall 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; 



        (d)   in
the case of an election under Section 8.2 or 8.3 hereof, (x) no Default or Event of Default shall have occurred and be continuing on the date of the deposit, and (y)
in the case of Legal Defeasance, no Event of Default specified in clause (4) or (5) of Section 6.1 hereof shall have occurred at any time from the date of the deposit to the 91st
calendar day thereafter; 


        (e)   the
Defeasance may not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 



        (f)    the
Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent to hinder, delay or defraud any
other of the Company's creditors; and 


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        (g)   the
Company must deliver to the Trustee an Officers' Certificate confirming the satisfaction of the conditions in clauses (a) through (f) above, and an Opinion of
Counsel, confirming the satisfaction of the conditions in clauses (a) (with respect to the validity and perfection of the security interest), (b), (c) and (e) above. 


        Legal
Defeasance and Covenant Defeasance shall be deemed to occur on the earlier of (i) the 91st day after the deposit and (ii) the date all of the applicable conditions set forth in
this Section 8.4 are satisfied. 


SECTION 8.5        DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS  


        Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest (and Liquidated Damages, if any), but
such money need not be segregated from other funds except to the extent required by law. 


        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section
8.4 hereof or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 


        Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or U.S.
Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a firm of independent public accountants nationally recognized in the United States expressed in a written
certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance. 


SECTION 8.6        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, if any, Liquidated
Damages, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, Liquidated Damages, if any, or interest has become due and payable shall be
paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;  provided, however,
 that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company. Any such funds held by the Trustee pursuant to this
Section 8.6 shall remain uninvested and the Trustee shall have no liability for any interest thereon. 


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SECTION 8.7        REINSTATEMENT  


        If the Trustee or Paying Agent is unable to apply any United States legal tender or U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as
the case may be, by reason of any order directing the repayment of the deposited money to the Company or otherwise making the deposit unavailable to make payments under the Notes when due, or if any
court enters an order avoiding the deposit of money with the Trustee or Paying Agent or otherwise requires the payment of the money so deposited to the Company or to a fund for the benefit of its
creditors, then (so long as the insufficiency exists or the order remains in effect) the Company's and the Guarantors' obligations under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, Liquidated Damages, if any, or interest
on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or
Paying Agent. 


 
 

ARTICLE IX
  AMENDMENT, SUPPLEMENT AND WAIVER    
    


SECTION 9.1        WITHOUT CONSENT OF HOLDERS OF NOTES  



        Notwithstanding Section 9.2 hereof, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee, without the
consent of any Holder of a Note: 


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


        (b)   to
provide for uncertificated Notes in addition to or in place of certificated Notes; 


        (c)   to
provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; 



        (d)   to
provide for additional Guarantors as set forth in Section 4.15 hereof or for the release or assumption of a Guarantee in compliance with this Indenture; 


        (e)   to
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights hereunder of any Holder
of the Note; 


        (f)    to
comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to
transfers and exchanges of Notes or beneficial interests therein; 


        (g)   to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or 


        (h)   to
provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof. 


        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 9.6 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture
that adversely affects its own rights, duties or immunities under this Indenture or otherwise. 


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SECTION 9.2        WITH CONSENT OF HOLDERS OF NOTES  


        Except as expressly stated otherwise in this Section 9.2, and subject to Section 6.7 hereof, the Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes and the Guarantees, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents
obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). 



        Subject
to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company
or any Subsidiary with any provision of this Indenture or the Notes. 


        However,
without the consent of each Holder affected (it being understood that, except as expressly stated otherwise in paragraphs (a) through (c) below, Section 4.12 and 4.13 hereof may
be amended, waived or modified in accordance with the first paragraph of this Section 9.2) an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder): 



        (a)   change
the Stated Maturity on any Note, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable
upon the redemption thereof at the Company's option, or change the coin or currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption at the Company's option, on or after the Redemption Date), or after an Asset Sale or Change of
Control has occurred reduce the Change of Control Purchase Price or the Asset Sale Offer Price with respect to the corresponding Asset Sale or Change of Control or alter the provisions (including the
defined terms used therein) regarding the Company's right to redeem the Notes as a right, or at the Company's option or the provisions (including the defined terms used therein) of Section 4.13
hereof, in a manner adverse to the Holders, or 


        (b)   reduce
the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required for any such amendment, supplemental indenture or waiver
provided for in this Indenture, or 


        (c)   modify
any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Note affected thereby. 



        In
connection with any amendment, supplement or waiver under this Article IX, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment,
supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver. 


        Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee
shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture adversely affects the Trustee's own rights, duties or immunities
under this 


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Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. 


        It
shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if
such consent approves the substance thereof. 


        After
an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to, or provide to the Trustee for forwarding to, the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such amended or supplemental Indenture or waiver. 


SECTION 9.3        COMPLIANCE WITH TRUST INDENTURE ACT  



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


SECTION 9.4        REVOCATION AND EFFECT OF CONSENTS  


        Until an amendment, supplement or waiver becomes effective (as determined by the Company and which may be prior to any such amendment, supplement or waiver
becoming operative), 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
Indebtedness 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 (as determined by the Company), which may be prior to any such
amendment, supplement or waiver becoming operative. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date
shall be the date so fixed by the Company notwithstanding the provisions of the TIA. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date, and only those Persons (or their duly designated proxies), shall be entitled to revoke any consent previously given, whether or not such Persons continue
to be Holders after such record date. 


        After
an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it makes a change described in any of clauses (a) through (c) of Section 9.2 hereof, in
which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided, that any such waiver shall not impair or affect the right of any Holder to receive payment of principal and
premium of and interest (and Liquidated Damages, if any) on a Note, on or after the respective dates set for such amounts to become due and payable expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates. 


SECTION 9.5        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 authenticate new Notes that reflect the amendment, supplement or waiver. 


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


SECTION 9.6        TRUSTEE TO SIGN AMENDMENTS, ETC.  


        The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article IX 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 until the Board of Directors approves it. In executing any amended or
supplemental Indenture, the Trustee shall be entitled to receive indemnity satisfactory to it and to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental Indenture is authorized or permitted by this Indenture. 


 
 

ARTICLE X
  GUARANTEES    
    


SECTION 10.1        GUARANTEES  


        By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing
its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article X, each Guarantor,
jointly and severally, hereby unconditionally guarantees on an unsecured senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns
that: (i) the principal of, premium, if any, and
interest (and Liquidated Damages, if any) on the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer,
upon an Asset Sale Offer or otherwise, and interest on overdue principal, premium, if any, Liquidated Damages, if any, and (to the extent permitted by law) interest on any interest, if any, on the
Notes and all other payment Obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other amounts owed to the Holders or the Trustee) shall
be promptly paid in full, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control, upon
an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 hereof (collectively, the "Guarantee
Obligations"). 


        Subject
to the provisions of this Article X, each Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry 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 and
relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company, the
Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding
against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file
or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required
by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the
Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors, the Company or the 


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Subsidiaries
or on the part of any other Person whomsoever in connection with any Obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a
Benefitted Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation
of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, in any proceeding
instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of
the Bankruptcy Code. Subject to Section 10.4 hereof, the Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged except by payment in full of all
Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture. 



        If
any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantors, or any trustee or similar official acting in relation to either the
Company or the
Guarantors, any amount paid by the Company or the Guarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of
the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations
guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article VI hereof for the purposes hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations,
and (y) in the event of any acceleration of such Obligations as provided in Article VI hereof, such Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by
such Guarantor for the purpose of the Guarantee. 


SECTION 10.2        EXECUTION AND DELIVERY OF GUARANTEES  


        To evidence its Guarantee set forth in Section 10.1 hereof, each of the Guarantors agrees that a notation of its Guarantee substantially in the form included in
Exhibit A hereto shall be endorsed on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. 


        Each
of the Guarantors agree that its Guarantee set forth in this Article X shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on
each Note a notation of its Guarantee. 


        If
an Officer whose facsimile signature is on a Note or a notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Guarantee is
endorsed, the Guarantee shall be valid nevertheless. 


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


SECTION 10.3        GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS  


        (a)   Subject
to Article V, nothing contained in this Indenture or in the Notes (including Section 10.3(b)) shall prevent any consolidation or merger of any Guarantor with or
into each other or with or into the Company. Upon any such consolidation or merger, the Guarantee of the Guarantor that does not survive the consolidation or merger shall no longer be of any force or
effect. 


        (b)   Except
for a merger or consolidation in which a Guarantor is sold and its Guarantee is released in compliance with the provisions of Section 10.4 hereof or as permitted
by Section 10.3(a), no 


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Guarantor
shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, (i) subject to the provisions of the following paragraph and the other
provisions of this Indenture, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental
indenture, and (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing. In case of any
such consolidation or merger and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee,
of the Guarantees endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor corporation
shall succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the
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 Guarantees so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees
had been issued at the date of the execution hereof. 


        (c)   The
Trustee, subject to the provisions of Section 12.4 hereof, shall be entitled to receive an Officers' Certificate as conclusive evidence that any such consolidation
or merger, and any such assumption of Guarantee Obligations, comply with the provisions of this Section 10.3. Such Officers' Certificate shall comply with the provisions of Section 12.5 hereof. 


SECTION 10.4        RELEASE OF GUARANTORS  


        Notwithstanding Section 10.3(b) hereof, upon the sale or disposition (including by merger or stock purchase) of a Guarantor (as an entirety) to an entity which is
not and is not required to become a Guarantor, or the designation of a Subsidiary which is a Guarantor to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this
Indenture (including, without limitation, the provisions of Section 4.12 hereof), such Guarantor shall be deemed released from its obligations under its Guarantee of the Notes;  provided, however, that
any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and
under all of its pledges of assets or other security interests which secure, any of the Company's Indebtedness or any Indebtedness of any of the Company's other Subsidiaries shall also terminate upon
such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Company's Subsidiaries. 


        Upon
delivery by the Company to the Trustee of an Officer's Certificate, to the effect that such sale or other disposition or that such designation was made by the Company in accordance
with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Guarantee.
Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and
for the other obligations of any Guarantor under this Indenture as provided in this Article X. 


        Notwithstanding
the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at
its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election
to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, at its sole discretion, by written
notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time). 


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SECTION 10.5        LIMITATION OF GUARANTOR'S LIABILITY; CERTAIN BANKRUPTCY EVENTS  



        (a)   Each
Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee Obligation of such Guarantor
pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Guarantee Obligations of such Guarantor under this Article X shall
be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on
behalf of any other Guarantor in respect of the Guarantee Obligations of such other Guarantor under this Article X, result in the Guarantee Obligations of such Guarantor under the Guarantee of such
Guarantor not constituting a fraudulent transfer or conveyance. 


        (b)   Each
Guarantor hereby covenants and agrees, to the fullest extent that it may do so under applicable law, that in the event of the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company, such Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guarantee and hereby waives and agrees, to the fullest extent that it may do so under applicable law, not to take the benefit of any such stay of
execution, whether under Section 362 or 105 of the Bankruptcy Law or otherwise. 


SECTION 10.6        APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE GUARANTORS  


        (a)   For
purposes of any provision of this Indenture which provides for the delivery by any Guarantor of an Officers' Certificate and/or an Opinion of Counsel, the
definitions of such terms in Section 1.1 hereof shall apply to such Guarantor as if references therein to the Company were references to such Guarantor. 


        (b)   Any
request, direction, order or demand which by any provision of this Indenture is to be made by any Guarantor, shall be sufficient if evidenced as described in Section
12.2 hereof as if references therein to the Company were references to such Guarantor. 


        (c)   Any
notice or communication which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes to or on
any Guarantor may be given or served as described in Section 12.2 hereof as if references therein to the Company were references to such Guarantor. 



        (d)   Upon
any demand, request or application by any Guarantor to the Trustee to take any action under this Indenture, such Guarantor shall furnish to the Trustee such
certificates and opinions as are required in Section 12.4 hereof as if all references therein to the Company were references to such Guarantor. 


SECTION 10.7        SUBORDINATION OF GUARANTEES  


        The obligations of each Guarantor under its Guarantee pursuant to this Article X is subordinated in right of payment to the prior payment in full in cash of all
Senior Debt of such Guarantor on the same basis as the Notes are subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the
right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of Notes pursuant to this Indenture, including as set forth in
Article XI hereof. In the event that the Trustee or the Holders receive any payment from a Guarantor at a time when such payment is prohibited by the foregoing sentence, such payment shall be held in
trust for the benefit of, and 


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immediately
paid over and delivered to, the holders of the Senior Debt of such Guarantor remaining unpaid, to the extent necessary to pay in full in cash all such Senior Debt. 


 
 

ARTICLE XI
  SUBORDINATION    
    


SECTION 11.1        NOTES SUBORDINATED TO SENIOR DEBT  


        The Company and the Guarantors, and each Holder by its acceptance of Notes, agree that (a) the payment of the principal of, premium, if any, and interest (and
Liquidated Damages, if any) on the Notes and (b) any other payment in respect of the Notes, including on account of the acquisition or redemption of the Notes by the Company and the Guarantors
(including, without limitation, pursuant to Sections 4.12 and 4.13) is subordinated, to the extent and in the manner provided in this Article XI, to the prior payment in full in cash of all Senior
Debt of the Company and that these subordination provisions are for the benefit of the holders of Senior Debt. 


        This
Article XI shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. 


SECTION 11.2        NO PAYMENT ON NOTES IN CERTAIN CIRCUMSTANCES  


        (a)   No
payment (by set-off or otherwise) may be made on account of any Obligation in respect of the Notes, including the principal of, premium, if any, or interest (or
Liquidated Damages, if any) on the Notes, or on account of the redemption provisions of the Notes (including any repurchases of Notes), for cash or property (other than Junior Securities): (i) upon
the maturity of the Company's Senior Debt or any Senior Debt of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the
interest and other amounts on such Senior Debt are first paid in full in cash or Cash Equivalents (or such payment is duly provided) or otherwise to the extent holders accept satisfaction of amounts
due by settlement in other than cash or Cash Equivalents; or (ii) in the event of default in the payment of any principal of, premium, if any, or interest or other amounts on the Company's Senior Debt
or Senior Debt of such Guarantor, as applicable, when such Senior Debt becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment
Default"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. 



        (b)   Upon
(i) the happening of an event of default other than a Payment Default that permits the holders of Senior Debt to declare such Senior Debt to be due and payable and
(ii) written notice of such event of default given to the Company and the Trustee by (a) the representative under the Credit Agreement or (b) at any time after the Credit Agreement is no longer in
full force and effect, the holders of an aggregate of at least $25.0 million principal amount outstanding of any other Senior Debt or their representative (a "Payment
Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on the
behalf of the Company or the behalf of any Guarantor which is an obligor under such Senior Debt on account of any Obligation in respect of the Notes, including the principal of, premium, if any, or
interest on the Notes, (including any repurchases of any of the Notes), or on account of the redemption provisions of the Notes (or Liquidated Damages), in any such case, other than payments made with
Junior Securities. Notwithstanding the foregoing, unless the Senior Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the
Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of
the Payment Blockage Period, the Company shall and the Guarantors shall be required to pay all sums not previously paid to the Holders of the Notes 


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during
the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the Notes. 


        Any
number of Payment Notices may be given; provided, however, that: (i) not more than one Payment Notice shall be given within a period
of any 360 consecutive days, and (ii) no non-payment default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default
is on the same issue of Senior Debt) shall be made the basis for the commencement of any other Payment Blockage Period (for purposes of this provision, any subsequent action, or any subsequent breach
of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that
would also have been a separate breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose). 


        (c)   In
furtherance of the provisions of Section 11.1, in the event that, notwithstanding the foregoing provisions of this Section 11.2 or Section 11.3, any payment or
distribution of assets of the Company or any Guarantor (other than Junior Securities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the
foregoing provisions of this Section 11.2, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Debt, and shall be paid or delivered by the Trustee or such
Holders, as the case may be, to the holders of such Senior Debt remaining unpaid or unprovided for or to their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Debt held or
represented by each, for application to the payment of all such Senior Debt remaining unpaid, to the extent necessary to pay or to provide for the payment of all such Senior Debt in full in cash or
Cash Equivalents or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or
distribution to the holders of such Senior Debt. 


SECTION 11.3        NOTES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT ON DISSOLUTION, LIQUIDATION OR REORGANIZATION  


        Upon any distribution of assets of the Company or any Guarantor upon any dissolution, winding up, total or partial liquidation or reorganization of the Company or
a Guarantor, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshaling of assets or
liabilities: 


        (a)   the
holders of all of the Company's Senior Debt or such Guarantor's Senior Debt, as applicable, will first be entitled to receive payment in full in cash or Cash
Equivalents (or have such payment duly provided for) or otherwise to the extent holders accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents before the Holders are
entitled to receive any payment on account of any Obligation in respect of the Notes, including the principal of, premium, if any, and interest on the Notes (or Liquidated Damages) (other than Junior
Securities); and 


        (b)   any
payment or distribution of the Company's or such Guarantor's assets of any kind or character from any source, whether in cash, property or securities (other than
Junior Securities) to which the Holders or the Trustee on behalf of the Holders would be entitled (by set-off or otherwise), except for the subordination provisions contained in the Indenture, will be
paid by the liquidating trustee or agent or other Person making such a payment or distribution directly to the holders of such Senior Debt or their representative to the extent necessary to make
payment in full (or have such payment duly provided for) on all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. 


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SECTION 11.4        HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT  


        Subject to the payment in full in cash of all Senior Debt of the Company or any Guarantor as provided herein, the Holders of Notes shall be subrogated to the
rights of the holders of such Senior Debt to receive payments or distributions of assets of the Company applicable to the Senior Debt until all amounts owing on the Notes shall be paid in full, and
for the purpose of such subrogation no such payments or distributions to the holders of such Senior Debt by or on behalf of the Company or any Guarantor, or by or on behalf of the Holders by virtue of
this Article XI, which otherwise would have been made to the Holders shall, as between the Company or any Guarantor and the Holders, be deemed to be payment by the Company or any Guarantor or on
account of such Senior Debt, it being understood that the provisions of this Article XI are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and
the holders of such Senior Debt, on the other hand. 


SECTION 11.5        RELATIVE RIGHTS  


        This Article XI defines the relative rights of Holders and holders of Senior Debt. Nothing in this Indenture shall: (1) impair, as between the Company and
Holders, the obligation of the Company or the obligation of the Guarantors, which is absolute and unconditional, to pay, when due, principal of, premium, if any, and interest on or (if applicable,
Liquidated Damages on) the Notes in accordance with their terms; (2) affect the relative rights of Holders and creditors of the Company other than their rights in relation to holders of Senior Debt;
or (3) prevent the Trustee or any Holder from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions
and payments otherwise payable to Holders. 


SECTION 11.6        TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE.  



        The Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee
unless and until a Responsible Officer of the Trustee or any Paying Agent shall have received, no later than three Business Days prior to such payment written notice thereof from the Company or from
one or more holders of Senior Debt or from any representative therefor and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Sections 7.1 and 7.2, shall be
entitled in all respects conclusively to assume that no such fact exists. 


        Notwithstanding
anything to the contrary in this Article XI or elsewhere in this Indenture or in the Notes, upon any distribution of assets of the Company and the Guarantors referred to
in this Article XI, the Trustee, subject to the provisions of Sections 7.1 and 7.2, and the Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution
to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company or any
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XI so long as such court has been apprised
of the provisions of, or the order, decree or certificate makes reference to, the provisions of this Article XI. 


SECTION 11.7        APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT  


        Amounts deposited in trust with the Trustee pursuant to and in accordance with Article VIII shall be for the sole benefit of Holders and, to the extent the making
of such deposit by the Company shall 


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(i)
not be in contravention of any term or provision of the Credit Agreement and (ii) be allocated for the payment of the Notes, shall not be subject to the subordination provisions of this Article
XI. Otherwise, any deposit of assets with the Trustee or the Agent (whether or not in trust) for the payment of principal of or interest on any Notes shall be subject to the provisions of Sections
11.1, 11.2, 11.3 and 11.4; provided, that, if prior to one Business Day preceding the date on which by the terms of this Indenture any such assets may
become distributable for any purpose (including without limitation, the payment of either principal of or interest on any Note) the Trustee or such Paying Agent shall not have received with respect to
such assets the written notice provided for in Section 11.6, then the Trustee or such Paying Agent shall have full power and authority to receive such assets and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date. 


SECTION 11.8        SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY, THE GUARANTORS OR HOLDERS OF SENIOR DEBT  


        No right of any present or future holders of any Senior Debt to enforce the subordination provisions contained in this Article XI shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company or any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the
Company or any Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Debt may extend,
renew, modify or amend the terms of the Senior Debt or any security therefor and release, sell or exchange such security and otherwise deal freely with the Company and the Guarantors, all without
affecting the liabilities and obligations of the parties to this Indenture or the Holders. The subordination provisions contained in this Indenture are for the benefit of the holders from time to time
of Senior Debt and may not be rescinded, cancelled, amended or modified in any way other than any amendment or modification that is consented to by each holder of Senior Debt that would be adversely
affected thereby. The subordination provisions hereof shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must
otherwise be returned by any holder of the Senior Debt upon the insolvency, bankruptcy, or reorganization of the Company, any Guarantor, or otherwise, all as though such payment has not been made. 


SECTION 11.9        HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF NOTES  


        Each Holder of the Notes by his acceptance thereof authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provisions contained in this Article XI and to protect the rights of the Holders pursuant to this Indenture, and appoints the Trustee his attorney-in-fact
for such purpose, including, in the event of any dissolution, winding up, liquidation or reorganization of the Company or any Guarantor (whether in bankruptcy, insolvency or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company or any Guarantor), the immediate filing of a claim for the unpaid balance of his
Notes in the form required in said proceedings and cause said claim to be approved. In the event of any liquidation or reorganization of the Company or any Guarantor in bankruptcy, insolvency,
receivership or similar proceeding, if the Holders of the Notes (or the Trustee on their behalf) have not filed any claim, proof of claim, or other instrument of similar character necessary to enforce
the obligations of the Company or any Guarantor in respect of the Notes at least thirty (30) days before the expiration of the time to file the same, then in such event, but only in such event, the
holders of the Senior Debt or a representative on their behalf may, as an attorney-in-fact for such Holders, file any claim, proof of claim, or other instrument of similar character on behalf of such
Holders. Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Debt or their representative to authorize or consent to or accept or adopt on behalf 


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of
any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt or
their representative to vote in respect of the claim of any Holder in any such proceeding. 


SECTION 11.10        RIGHT OF TRUSTEE TO HOLD SENIOR DEBT  


        The Trustee shall be entitled to all of the rights set forth in this Article XI in respect of any Senior Debt at any time held by it to the same extent as any
other holder of Senior Debt, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. 


        Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. 


SECTION 11.11        ARTICLE XI NOT TO PREVENT EVENTS OF DEFAULT  


        The failure to make a payment on account of principal of, premium, if any, or interest (or Liquidated Damages, if any) on the Notes by reason of any provision of
this Article XI shall not be construed as
preventing the occurrence of a Default or an Event of Default under Section 6.1 or in any way limit the rights of the Trustee or any Holder to pursue any other rights or remedies with respect to the
Notes. 


SECTION 11.12        NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR DEBT  


        The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to the Holders of Notes or the Company, any Guarantor or any other Person, cash, property or securities to which any holders of Senior Debt shall be entitled by
virtue of this Article XI or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set
forth in this Article and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee. Nothing in this Section 11.12 shall affect
the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Debt or their representative. In the event of any conflict
between the fiduciary duty of the Trustee to the Holders of Notes and to the holders of Senior Debt, the Trustee is expressly authorized to resolve such conflict in favor of the Holders. 


 
 

ARTICLE XII
  MISCELLANEOUS    
    


SECTION 12.1        TRUST INDENTURE ACT CONTROLS  


        If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by the TIA, the imposed duties shall control. 


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SECTION 12.2        NOTICES  


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



	If to the Company

or the Guarantors:	 	 
	

 	
 	

The Titan Corporation

3033 Science Park Road

San Diego, CA 92121

Attention: Nicholas J. Costanza, Senior Vice President, General Counsel and Secretary Facsimile: (858) 552-9477
	

with copies (which

shall not constitute

notice) to:	
 	

 
	

 	
 	

Cooley Godward LLP

4401 Eastgate Mall

San Diego, CA 92121

Attention: Barbara L. Borden, Esq.

Facsimile: (858) 550-6420
	

If to the Trustee:	
 	

 
	

 	
 	

Deutsche Bank Trust Company Americas

60 Wall Street

MS NYC 60-2515

New York, NY 10005

Attention: Corporate Trust & Agency Services





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


        All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) the third
Business Day after sent by mail; (iii) when receipt acknowledged, if telecopied; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next
day delivery. 


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


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



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


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SECTION 12.3        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 12.4        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: 



        (a)   an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 


        (b)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5 hereof) stating that, in
the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 


SECTION 12.5        STATEMENTS REQUIRED IN CERTIFICATE OR OPINION  



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


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


        (b)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


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


        (d)   a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied; provided,
however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificate of public officials. 


SECTION 12.6        RULES BY TRUSTEE AND AGENTS  



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


SECTION 12.7        NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS  


        No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Company or the Guarantors (or any such successor
entity), as such, shall have any liability for any Obligations of the Company or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason
of, such Obligations or their creation, except in their capacity as an obligor or Guarantor of the Notes in accordance with this Indenture. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. 


79





 



SECTION 12.8        GOVERNING LAW  


        THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, INCLUDING, WITHOUT LIMITATION,
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). 


SECTION 12.9        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 12.10        SUCCESSORS  


        All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture
shall bind its successors. 


SECTION 12.11        SEVERABILITY  


        In case any one or more of the provisions of this Indenture or in the Notes or in the Guarantees shall be held invalid, illegal or unenforceable, in any respect
for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 


SECTION 12.12        COUNTERPART ORIGINALS  


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


SECTION 12.13        TABLE OF CONTENTS, HEADINGS, ETC.  



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


[Signatures on following page] 


80







 
 

SIGNATURES    
    


        IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of the date first written above. 



	 	 	THE COMPANY:

The Titan Corporation
	

 	
 	

By:	

/s/  MARK W. SOPP      
 Name:  Mark W. Sopp

Title:  Senior Vice President,

Chief Financial Officer and Treasurer
	

 	
 	
THE GUARANTORS:

ACS Technologies, Inc.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

ATLANTIC AEROSPACE ELECTRONICS CORPORATION
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

AVERCOM CORPORATION
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

BTG, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

BTG TECHNOLOGY RESOURCES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer




(Signature Page of Indenture)







	 	 	BTG TECHNOLOGY SYSTEMS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

BTG SYSTEMS ENGINEERING, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

C&N ENTERPRISES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

CALIFORNIA TUBE LABORATORY, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

CAYENTA EUTILITY SOLUTIONS—EMUNICIPAL SOLUTIONS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

CAYENTA OPERATING LLC
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

CONCEPT AUTOMATION, INC. OF AMERICA
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

DATACENTRIC AUTOMATION CORPORATION
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer




(Signature Page of Indenture)







	 	 	DBA SYSTEMS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

DELFIN SYSTEMS
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

DELTA CONSTRUCTION MANAGEMENT, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

GLOBALNET, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

GLOBALNET INTERNATIONAL, LLC
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

HORIZONS SERVICES COMPANY, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

INTERMETRICS INTERNATIONAL, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

INTERMETRICS SECURITIES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer




(Signature Page of Indenture)







	 	 	INTERNATIONAL SYSTEMS, LLC
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

JAYCOR, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

LINCOM CORPORATION
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

LINCOM WIRELESS, LLC
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

LINKABIT WIRELESS LLC
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

MICROLITHICS CORPORATION
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

MIDNIGHT OIL SERVICES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

MJR ASSOCIATES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer




(Signature Page of Indenture)







	 	 	NATIONS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

PROCOM SERVICES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

PROGRAM SUPPORT ASSOCIATES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

PULSE ENGINEERING, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

PULSE SCIENCES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

RW CONSULTANTS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

RESEARCH PLANNING, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

SENCOM CORPORATION
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer




(Signature Page of Indenture)







	 	 	STAC, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

TITAN AFRICA, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

TITAN SCAN TECHNOLOGIES CORPORATION
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

TITAN VIGIL, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

TITAN WIRELESS AFRIPA HOLDINGS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

TITAN WIRELESS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

TOMOTHERAPEUTICS, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

UNIDYNE, LLC
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer




(Signature Page of Indenture)







	 	 	UNIVISION TECHNOLOGIES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

VISICOM LABORATORIES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	

WAVESCIENCES, INC.
	

 	
 	

By:	

/s/  RAY H. GUILLAUME      
 Name:  Ray H. Guillaume

Title:  Asst. Treasurer
	

 	
 	
THE TRUSTEE:
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee
	

 	
 	

By:	

/s/  WANDA CAMACHO      
 Name:  Wanda Camacho

Title:  Vice President




(Signature Page of Indenture)






  



 
 

EXHIBIT A
  
    [FORM OF NOTE]
  
    The Titan Corporation
  
    8% [SERIES A] [SERIES B]1 SENIOR SUBORDINATED NOTE
  DUE 2011    



	1
	Series
A should be replaced with Series B in the Exchange Notes. 






	 	 	CUSIP:             
	No.	 	$                  





        The
Titan Corporation, a Delaware corporation (hereinafter called the "Company" which term includes any successors under the Indenture hereinafter referred to), for value received,
hereby promises to pay to                        , or registered assigns, the principal sum
of                        Dollars, on May 15, 2011. 



        Interest
Payment Dates: May 15 and November 15, commencing November 15, 2003. 


        Record
Dates: May 1 and November 1. 


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


A-1





 

        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



	 	 	The Titan Corporation

a Delaware corporation
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




TRUSTEE'S
CERTIFICATE OF AUTHENTICATION 


        This
is one of the Notes described in the within-mentioned Indenture. 



	 	 	Deutsche Bank Trust Company Americas,

as Trustee
	

 	
 	

By:	

 
	 	 	 	
 Authorized Signatory





Dated:
                         


A-2





 
(Back
of Note)

8% [Series A] [Series B]2 Senior Subordinated Notes due 2011 


	2
	Series
A should be replaced with Series B in the Exchange Notes. 



[THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
(IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]3 


	3
	To
be included only on Global Notes deposited with the Depositary. 



[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.]4 


	4
	To
be included only on Global Notes deposited with the Depositary. 



[THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE 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 CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER
HOLDS THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS NOTE.]5 


	5
	To
be included only on Reg S Temporary Global Notes in accordance with Section 2.6(g)(iii) of the Indenture. 





[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, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION 


A-3





 

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 (I) TO THE COMPANY, (II) IN 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, (III) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING THE EXEMPTION
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, 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.]6 


	6
	To
be included only on Transfer Restricted Notes. 



        Capitalized
terms used herein shall have the meanings assigned to them in the Indenture (as defined below) unless otherwise indicated. 



        1.     Interest. the Company promises to pay interest on the principal amount of this Note at 8% per annum from the Issue Date
until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 6 of the Registration Rights Agreement referred to below. The Company shall pay interest (and Liquidated
Damages, if any) semi-annually on May 15 and November 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"). The first
Interest Payment Date shall be November 15, 2003. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date;  provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date (defined below)
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company shall pay interest (including Accrued
Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect; it shall pay interest (including
Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (and Liquidated Damages, if any) (without regard to any applicable grace periods) from time
to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 



        2.     Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) (and Liquidated Damages, if
any) to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date (each a "Record Date"), even if such Notes are
cancelled 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 shall be payable as to
principal, interest, premium, if any, (and Liquidated Damages, if any) at the office or agency of the Company maintained within the City and State of New York for such purpose, or, at the option of
the Company, payment of interest (and Liquidated Damages, if any) may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and  provided that payment by wire
transfer of immediately available funds to an account within the United States shall be required with respect to principal
of and interest, premium, if any (and Liquidated Damages, if any), on all Global Notes. Such payment shall be in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. 


A-4





 



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


        4.     Indenture. The Company issued the Notes under an Indenture dated as of the Issue Date ("Indenture") by and among the
Company, the Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. 


        5.     Optional Redemption. 



        (a)   Except
as set forth in clause (b) of this Section and clause (b) of Section 3.7 of the Indenture, the Company shall not have the option to redeem the Notes pursuant to
this Section or Section 3.7 of the Indenture prior to May 15, 2007. The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time on or after May 15, 2007, upon
not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the
principal amount) if redeemed during the 12-month period commencing May 15 of the years indicated below, in each case together with accrued and unpaid interest (and Liquidated Damages, if any) thereon
to the date of redemption of the Notes (the "Redemption Date"): 



	Year
 
	 	Percentage
 
	 
	2007	 	104.0	%
	

2008	
 	

102.0	
%
	

2009 and thereafter	
 	

100.0	
%






        (b)   Notwithstanding
the provisions of clause (a) of this Section or clause (a) of Section 3.7 of the Indenture, at any time on or prior to May 15, 2006, upon one or more
Public Equity Offerings of the Company's common stock for cash, up to 35% of the aggregate principal amount of the Notes issued pursuant to the Indenture may be redeemed at the Company's option within
90 days of the closing of any such Public Equity Offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash received by the Company
from the Net Cash Proceeds of such Public Equity Offering, at a redemption price equal to 108% of principal, together with accrued and unpaid interest (and Liquidated Damages, if any) thereon to the
Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the Notes
originally issued pursuant to the Indenture on the Issue Date remain outstanding. 


        (c)   Notice
of redemption shall be mailed by first class mail at least 30 days but not more than 60 days prior to date fixed for redemption to the Holder of each Note to be
redeemed to such Holder's last address as then shown upon the register books of our registrar. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption unless the Company
defaults in such payments due on the redemption date. 




        6.     Mandatory Redemption. If the HIGH TIDES Redemption has not occurred by the Trigger Date, the Company shall, in accordance
with the procedures set forth in Section 3.8 of the Indenture be required to redeem (a "Mandatory Redemption") all of the outstanding Notes, for a price equal to 101% of their principal amount, plus
accrued and unpaid interest thereon through the redemption date 


A-5





 

(the
"Mandatory Redemption Price"). The Mandatory Redemption must occur no later than 10 days after the Trigger Date. Except for a Mandatory Redemption, the Company shall not, and the Guarantors shall
not, be required to make mandatory redemption payments with respect to the Notes and the Notes shall not have the benefit of any sinking fund. 


        7.     Offers to Purchase.



        (a)   Change of Control. In the event that a Change of Control has occurred, each Holder of Notes shall have the right, at such
Holder's option, pursuant to an offer (subject only to conditions required by applicable law, if any) by the Company (the "Change of Control Offer"), to require the Company to repurchase all or any
part of such Holder's Notes (provided, that the principal amount of such Notes must be $1,000 or an integral multiple thereof) on a date (the "Change of
Control Purchase Date") that is no later than 35 Business Days after the occurrence of such Change of Control, at a cash price equal to 101% of the principal amount thereof, together with accrued and
unpaid interest (and Liquidated Damages, if any), to the Change of Control Purchase Date. 




        The
Change of Control Offer shall be made within 15 Business Days following a Change of Control and shall remain open for at least 20 Business Days following its commencement (the
"Change of Control Offer Period"). Upon expiration of the Change of Control Offer Period, the Company shall promptly purchase all Notes properly tendered in response to the Change of Control Offer. 



        (b)   Asset Sale. If the Company or its Subsidiaries consummates an Asset Sale, within 30 days after the date that the amount
of Excess Proceeds exceeds $15,000,000, the Company shall apply an amount equal to the Excess Proceeds by making an offer to repurchase the Notes and such other Indebtedness with similar provisions
requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by
applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an
original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount of the Notes (or accreted value in the
case of Indebtedness issued with an original issue discount), together with accrued and unpaid interest (and Liquidated Damages, if any) to the date of payment. Each Asset Sale Offer shall remain open
for a minimum of 20 Business Days following its commencement. 




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


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



        10.   Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes or the Guarantees may be
amended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7 of the Indenture, any existing Default or Event of Defaults (other than a Default 


A-6





 



or
Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with
any provision of the Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained
in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Indenture, the Notes or the Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company's
obligations to Holders of the Notes in case of a merger or consolidation, to provide for additional Guarantees as set forth in the Indenture or for the release or assumption of Guarantees in
compliance with the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights under the Indenture of
any such Holder, to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture or the Notes relating to transfers and
exchanges of Notes or beneficial interests therein, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the
issuance of additional Notes in accordance with the limitations set forth in the Indenture. 



        11.   Defaults and Remedies. The Indenture provides that each of the following constitutes an Event of Default: 



        (1)   the
Company's failure to pay any installment of interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and the continuance of
any such failure for 30 days; 


        (2)   the
Company's failure to pay all or any part of the principal, or premium, if any, on the Notes when and as the same becomes due and payable at maturity, redemption, by
acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant
to a Change of Control Offer or Asset Sale Offer, as applicable; 


        (3)   the
Company's failure or the failure by any of the Company's Subsidiaries to observe or perform any other covenant or agreement contained in the Notes or the Indenture
and, except for the provisions under Sections 4.9, 4.12, 4.13, 5.1 and 5.2 of the Indenture, the continuance of such failure for a period
of 30 days after written notice is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes outstanding; 



        (4)   a
court having jurisdiction in the premises enters a decree or order for (a) relief in respect of the Company or any Significant Subsidiary in an involuntary case under
any applicable Bankruptcy Law now or hereafter in effect, (b) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant
Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (c) the winding up or liquidation of the affairs of the Company or any Significant
Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; 



        (5)   the
Company or any Significant Subsidiary (a) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an
order for relief in an involuntary case under any such law, (b) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (c) effects any general assignment for
the benefit of creditors; 



A-7





 




        (6)   a
default in the Company's Indebtedness or the Indebtedness any of the Company's Subsidiaries with an aggregate amount outstanding in excess of $10,000,000 (a) resulting
from the failure to pay principal at maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity; 


        (7)   final
unsatisfied judgments not covered by insurance aggregating in excess of $10,000,000, at any one time rendered against the Company or any of the Company's
Subsidiaries and not stayed, bonded or discharged within 60 days; and 



        (8)   any
Guarantee of a Guarantor ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the
terms of the Guarantee and this Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee. 




        Holders
may not enforce the Indenture or the Notes except as provided in the Indenture or in the TIA. The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. 


        If
a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice in the manner and to the extent provided
by Section 313(c) of the TIA of the Default or Event of Default within 90 days after it occurs. 


        12.   Subordination. The Notes and the Guarantees are subordinated in right of payment, to the extent and in the manner
provided in Section 10.7 and Article XI of the Indenture, to the prior payment in full in cash of all Senior Debt. The Company and the Guarantors agree, and each Holder by accepting a Note consents
and agrees, to the subordination provided in the Indenture and authorizes the Trustee to give it effect. 



        13.   Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may become the owner of 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. 


        14.   No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder (direct
or indirect) of the Company or the Guarantors (or any such successor entity), as such, shall have any liability for any Obligations of the Company or the Guarantors under the Notes, the Guarantees or
the Indenture or for any claim based on, in respect of, or by reason of, such Obligations or their creation, except in their capacity as an obligor or Guarantor of the Notes in accordance with the
Indenture. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 


        15.   Authentication. This Note shall 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 Transfer Restricted Notes.7 In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Transfer Restricted Notes shall have all the rights set forth in the Registration Rights Agreement dated as of the date of the Indenture, among the Company,
the Guarantors parties thereto and the Initial Purchaser (the "Registration Rights Agreement"). 


	7
	To
be included only on Transfer Restricted Notes. 





        18.   CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Company has caused CUSIP and/or ISIN numbers to be printed on the Notes and the Trustee shall use CUSIP and/or ISIN numbers in notices of redemption as a 


A-8





 

convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon, and any such redemption shall not be affected by any defect in or omission of such numbers. 


        19.   Governing Law. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL LAWS AND RULES 327(b). 



        The
Company shall furnish to any Holder upon written request and without charge a copy of the Indenture [and/or the Registration Rights Agreement]8.
Requests may be made to: 


	8
	To
be included only on Transfer Restricted Notes. 



The
Titan Corporation

3033 Science Park Road

San Diego, CA 92121

Attention: Nicholas J. Costanza, Senior Vice President, General Counsel, and Secretary

(858) 552-9477 



A-9





 
 
 

Assignment Form    
    



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






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












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


and
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* 





*NOTICE:
The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee. 


A-10





 
 
 

Option of Holder to Elect Purchase    
    


        If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, check the box below: 



	o Section 4.12	 	o Section 4.13






        If
you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount you elect to have purchased (in
denominations of $1,000 only, except if you have elected to have all of your Notes purchased): $                   



	Date:
                                         
            	 	Your Signature:
                                         
            

             (Sign exactly as your name appears on the Note)




Social
Security or Tax Identification No.:                          


Signature
Guarantee* 





*NOTICE:
The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program
(STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee. 


A-11





 
 
 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE9    
    



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



	Date of Exchange
 
	 	Amount of Decrease in Principal Amount of this Global Note
	 	Principal Amount of this Global Note
	 	Principal Amount of this Global Note Following Such Decrease (or Increase)
	 	Signature of Authorized Officer of Trustee or Note Custodian

	 	 	 	 	 	 	 	 	 




	9
	This
should be included only if the Note is issued in global form. 


A-12





 
 
 

GUARANTEE    
    


        The Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Indenture, dated May 15, 2003
(the "Indenture"), among the Guarantors party thereto, the Company (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and any additional Guarantors), have jointly
and severally,
irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which include (i) the due and punctual
payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the 8% Senior Subordinated Notes due 2011 (the "Notes") of The Titan Corporation, a Delaware corporation
(the "Company"), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, and the prompt payment of interest on the overdue
principal and premium, if any, and (to the extent permitted by law) interest on any interest on the Notes, and all other payment Obligations of the Company, to the Holders or the Trustee all in
accordance with the terms set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other Obligations, the prompt payment in
full of such Notes or other Obligations when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control
Offer, upon an Asset Sale Offer, or otherwise, subject in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 of the Indenture. 


        The
obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is
hereby made to such Indenture for the precise terms of this Guarantee. 


        The
obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly subordinated to Senior Debt of the Guarantor as set forth
in Section 10.7 of the Indenture and reference is hereby made to such Section for the precise terms of such subordination. 


        No
past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantors (or any such successor entity), as such, shall have any
liability for any obligations of the Guarantors under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, except in their
capacity as an obligor or Guarantor of the Notes in accordance with the Indenture. 


        This
is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of
the Company's obligations under the Notes and Indenture or until released or legally defeased in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend
to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectibility. 


        This
Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized officers. 


        The
obligations of each Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. 



        THE
TERMS OF ARTICLE X AND XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 


A-13





 



        Capitalized
terms used herein have the same meanings given in the Indenture unless otherwise indicated. 


A-14





 

        IN
WITNESS WHEREOF, each of the Guarantors has caused this instrument to be duly executed. 


Dated:
May    , 2003 



	 	 	THE TITAN CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
ACS TECHNOLOGIES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
ATLANTIC AEROSPACE ELECTRONICS CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
AVERCOM CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
BTG, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-15





 


	 	 	BTG TECHNOLOGY RESOURCES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
BTG TECHNOLOGY SYSTEMS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
BTG SYSTEMS ENGINEERING, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
C&N ENTERPRISES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
CALIFORNIA TUBE LABORATORY, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-16





 


	 	 	CAYENTA EUTILITY SOLUTIONS—EMUNICIPAL SOLUTIONS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
CAYENTA OPERATING LLC
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
CONCEPT AUTOMATION, INC. OF AMERICA
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
DATACENTRIC AUTOMATION CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
DBA SYSTEMS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-17





 


	 	 	DELFIN SYSTEMS
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
DELTA CONSTRUCTION MANAGEMENT, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
GLOBALNET, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
GLOBALNET INTERNATIONAL, LLC
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
HORIZONS SERVICES COMPANY, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-18





 


	 	 	INTERMETRICS INTERNATIONAL, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
INTERMETRICS SECURITIES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
INTERNATIONAL SYSTEMS, LLC
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
JAYCOR, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
LINCOM CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-19





 


	 	 	LINCOM WIRELESS, LLC
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
LINKABIT WIRELESS LLC
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
MICROLITHICS CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
MIDNIGHT OIL SERVICES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
MJR ASSOCIATES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-20





 


	 	 	NATIONS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
PROCOM SERVICES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
PROGRAM SUPPORT ASSOCIATES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
PULSE ENGINEERING, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
PULSE SCIENCES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-21





 


	 	 	RW CONSULTANTS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
RESEARCH PLANNING, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
SENCOM CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
STAC, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
TITAN AFRICA, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-22





 


	 	 	TITAN SCAN TECHNOLOGIES CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
TITAN VIGIL, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
TITAN WIRELESS AFRIPA HOLDINGS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
TITAN WIRELESS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
TOMOTHERAPEUTICS, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-23





 


	 	 	UNIDYNE, LLC
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
UNIVISION TECHNOLOGIES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
VISICOM LABORATORIES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
WAVESCIENCES, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




A-24






  



 
 

EXHIBIT B
  FORM OF CERTIFICATE OF TRANSFER    
    


The
Titan Corporation

3033 Science Park Road

San Diego, CA 92121 


Deutsche
Bank Trust Company Americas

60 Wall Street

MS NYC 60-2515

New York, New York 10005

Attention: Corporate Trust & Agency Services 


        Re:    8%
Senior Subordinated Notes due 2011 


Dear
Sirs: 


        Reference
is hereby made to the Indenture, dated as of May 15, 2003 (the "Indenture"), among The Titan Corporation, as issuer (the "Company"), the Guarantors party thereto and Deutsche
Bank Trust Company Americas, 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 United States Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably
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 shall 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 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 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 Distribution
Compliance Period, the transfer is not being made to a U.S. Person or 


B-1





 



for
the account or benefit of a U.S. Person (other than an Initial Purchaser) and the interest transferred shall be held immediately thereafter through Euroclear or Clearstream. Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 



3.    o    Check and complete if Transferee will take delivery of 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 


(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 a form of Exhibit D to the Indenture and (2) if such Transfer is in respect
of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this
certification and provided to the Company, which has confirmed its acceptability), to the effect that such Transfer is in compliance with the Securities Act and 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 Definitive Note shall be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on 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 and the Securities Act. 




B-2





 


(b)    o    Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture and the
Securities Act. 


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




B-3





 





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



	 	 	 	 	Dated:
	
 [Insert Name of Transferor]	 	

	

By:	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:

Title:






B-4





 
 
 

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 _______), or
	

 	
 	

 	
 	

(ii)	
 	

o	
 	

Regulation S Global Note (CUSIP            ; or ISIN _____), or
	

 	
 	

(b)	
 	

o	
 	

a Restricted Definitive Note.
	

2.	
 	

After the Transfer the Transferee will hold:
	

[CHECK ONE]
	

 	
 	

(a)	
 	

o	
 	

a beneficial interest in the:
	

 	
 	

 	
 	

(i)	
 	

o	
 	

144A Global Note (CUSIP            ), or
	

 	
 	

 	
 	

(ii)	
 	

o	
 	

Regulation S Global Note (CUSIP            ; or ISIN _____), or
	

 	
 	

 	
 	

(iii)	
 	

o	
 	

Unrestricted Global Note (CUSIP            ); or
	

 	
 	

(b)	
 	

o	
 	

a Restricted Definitive Note; or
	

 	
 	

(c)	
 	

o	
 	

an Unrestricted Definitive Note,
	

in accordance with the terms of the Indenture.






B-5






  



 
 

EXHIBIT C
  FORM OF CERTIFICATE OF EXCHANGE    
    


The
Titan Corporation

3033 Science Park Road

San Diego, CA 92121 


Deutsche
Bank Trust Company Americas

60 Wall Street

MS NYC 60-2515

New York, New York 10005

Attention: Corporate Trust & Agency Services 


        Re:
8% Senior Subordinated Notes due 2011 


Dear
Sirs: 


        Reference
is hereby made to the Indenture, dated as of May 15, 2003 (the "Indenture"), between The Titan Corporation, as issuer (the "Company"), the Guarantors party thereto and Deutsche
Bank Trust Company Americas, 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 United States Securities Act of 1933, as amended (the "Securities
Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any State of the United States. 



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


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



C-1





 




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 or o Regulation S Global Note with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any State of the
United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 




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



	
 [Insert Name of Owner]	 	 	 	 
	

By:	
 	

 Name:

Title:	
 	

 	
 	

 





Dated:
                         


C-2






  



 
 

EXHIBIT D
  FORM OF CERTIFICATE FROM ACQUIRING
  INSTITUTIONAL ACCREDITED INVESTOR    
    


The
Titan Corporation

3033 Science Park Road

San Diego, CA 92121 


Deutsche
Bank Trust Company Americas

60 Wall Street

MS NYC 60-2515

New York, New York 10005

Attention: Corporate Trust & Agency Services 


        Re:
8% Senior Subordinated Notes due 2011 



Dear
Sirs: 


        Reference
is hereby made to the Indenture, dated as of May 15, 2003 (the "Indenture"), between The Titan Corporation, as issuer (the "Company"), the Guarantors party thereto and Deutsche
Bank Trust Company Americas, 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) a beneficial interest in a Global Note, or (b) 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 United States
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 (i) to the Company, (ii) in 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, (iii) outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act, (iv)
pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (v) pursuant to an effective registration statement under the Securities Act, in
each of cases (i) through (v) in accordance with any applicable securities laws of any state of the United States, and we further agree to provide to any person purchasing the Definitive Note from us
in a transaction meeting the requirements of clauses (i) through (v) 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. We further understand that any subsequent transfer by us of the Notes or beneficial interest therein acquired by us must be effected through one of
the Initial Purchasers. 


D-1





 



        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. 


D-2





 

        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. 



	 	 	 	 	Dated:
	
 [Insert Name of Accredited Investor]	 	

	

By:	
 	

 	
 	

 
	 	 	
	 	 
	 	 	Name:

Title:






D-3






  



 
 

EXHIBIT E
  FORM OF SUPPLEMENTAL INDENTURE
  TO BE DELIVERED BY SUBSEQUENT
  GUARANTORS    
    


        Supplemental Indenture (this "Supplemental Indenture"), dated as
of                        ,
among                        (the "Guaranteeing Subsidiary"), a subsidiary of The
Titan Corporation (or its permitted successor), a Delaware corporation (the "Company"), the Company and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the
"Trustee"). 


W I T N E S S E T H  


        WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of May 15, 2003, providing for the issuance of
8% Senior Subordinated Notes due 2011 (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 any
newly-acquired or created Guarantor 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 9.1 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 jointly and severally, irrevocably and unconditionally, guarantees the
Guarantee Obligations, which include (i) the due and punctual payment of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on the Notes, whether at maturity, by
acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to
the extent permitted by law) interest on any interest on the Notes, and payment of expenses, 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 set forth in Article X of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any 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, call for redemption, upon a Change of Control
Offer, upon an Asset Sale Offer or otherwise. 


        The
obligations of Guaranteeing Subsidiary to the Holders and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture
and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee. 


        No
past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guaranteeing Subsidiary (or any such successor entity), as such, shall
have any liability for any obligations of the Guaranteeing Subsidiary under this Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation, except in their capacity as an obligor or Guarantor of the Notes in accordance with the Indenture. 


E-1





 



        This
is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guaranteeing Subsidiary and its successors and assigns until full and final payment
of all of the Company's obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the
Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectibility. 


        The
obligations of the Guaranteeing Subsidiary under its Subsidiary Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under
applicable law. 


        THE
TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 



        3.     NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). 


        4.     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. 



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


E-2





 

        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. 



	 	 	THE COMPANY:

THE TITAN CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
GUARANTEEING SUBSIDIARY:

NAME:
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
THE TRUSTEE:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




E-3









QuickLinks



Exhibit 4.1



TABLE OF CONTENTS


CROSS-REFERENCE TABLE

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

ARTICLE II THE NOTES


ARTICLE III REDEMPTION

ARTICLE IV COVENANTS

ARTICLE V SUCCESSORS

ARTICLE VI DEFAULTS AND REMEDIES

ARTICLE VII TRUSTEE

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE

ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER

ARTICLE X GUARANTEES

ARTICLE XI SUBORDINATION

ARTICLE XII MISCELLANEOUS


SIGNATURES


EXHIBIT A [FORM OF NOTE] The Titan Corporation 8% [SERIES A] [SERIES B]1 SENIOR SUBORDINATED NOTE DUE 2011

Assignment Form

Option of Holder to Elect Purchase

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE9

GUARANTEE


EXHIBIT B FORM OF CERTIFICATE OF TRANSFER

ANNEX A TO CERTIFICATE OF TRANSFER



EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE


EXHIBIT D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS