HANGER ORTHOPEDIC
GROUP, INC., 
as Issuer 



10 1/4% SENIOR NOTES
DUE 2014 



     _________________ 



INDENTURE 



Dated as of May 26, 2006 



     _________________ 



WILMINGTON TRUST
COMPANY, 
as Trustee 

















        This
INDENTURE dated as of May 26, 2006, is by and among Hanger Orthopedic Group, Inc., a
Delaware corporation (the “Company”), the Subsidiary Guarantors listed on
the signature pages hereto, and Wilmington Trust Company, as trustee (the
“Trustee”). 



        The
Company, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the 10 1/4% Senior
Notes due 2014 (the “Notes”): 



ARTICLE 1.  



DEFINITIONS AND
INCORPORATION BY REFERENCE 



Section 1.01.     Definitions. 



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



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



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



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




        (2)                 Indebtedness
secured by a Lien encumbering any asset acquired by such specified           Person.  




        “Additional
Interest” has the meaning set forth in the Registration Rights Agreement. 



        “Additional Notes”
means any Notes (other than Initial Notes and Exchange Notes) issued under this Indenture
in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes. 



        “Affiliate”
of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise; provided that beneficial ownership of
10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of
this definition, the terms “controlling,” “controlled by” and
“under common control with” have correlative meanings. 



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



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



        “Ares”
means Ares Management LLC or any of its Affiliates, any investment fund solely managed by
any of them, or any Affiliate of any such investment fund. 



        “Asset
Sale” means the sale, lease, conveyance or other disposition of any assets or
rights; provided that the sale, conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries taken as a
whole will be governed by the Section 4.18 and/or Section 5.01 and not by Section 4.12. 












        Notwithstanding
the preceding, the following items will not be deemed to be Asset Sales: 



        (1)                 any
single transaction or series of related transactions that involves assets or
          rights having a fair market value of less than $1.0 million;  




        (2)                 a
transfer of assets or rights between or among the Company and its Restricted
          Subsidiaries or between or among the Company’s Restricted Subsidiaries;  




        (3)                 the
sale, lease or other disposition of equipment, inventory, accounts           receivable
or other assets or rights in the ordinary course of business; and  




        (4)                 a
Restricted Payment or Permitted Investment that is permitted by Section 4.10.  




        “Attributable
Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments
during the remaining term of the lease included in such sale and leaseback transaction,
including any period for which such lease has been extended or may, at the option of the
lessor, be extended. Such present value shall be calculated using a discount rate equal to
the rate of interest implicit in such transaction, determined in accordance with GAAP. 



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



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



        “Board
of Directors” means:  




        (1)                 with
respect to a corporation, the board of directors of the corporation;  




        (2)                 with
respect to a partnership, the board of directors of the general partner of           the
partnership; and  




        (3)                 with
respect to any other Person, the board or committee of such Person serving           a
similar function.  




        “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the applicable Person to have been duly adopted by the Board of
Directors of such Person and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 



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



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



        “Capital
Stock” means:  





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        (1)                 in
the case of a corporation, any and all shares, including common stock and
          preferred stock;  




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




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




        (4)                 any
other interest or participation that confers on a Person the right to           receive a
share of the profits and losses of, or distributions of assets of, the           issuing
Person.  




        “Cash
Equivalents” means:  




        (1)                 United
States dollars;  




        (2)                 securities
issued or directly and fully guaranteed or insured by the United           States
government or any agency or instrumentality of the United States           government (provided that
the full faith and credit of the United States           is pledged in support of those
securities) having maturities of not more than           six months from the date of
acquisition;  




        (3)                 certificates
of deposit and eurodollar time deposits with maturities of six           months or less
from the date of acquisition, bankers’ acceptances with           maturities not
exceeding six months and overnight bank deposits, in each case,           with any lender
party to the Credit Agreement or with any domestic commercial           bank having
capital and surplus in excess of $500.0 million and a Thomson Bank           Watch Rating
of “B” or better;  




        (4)                 repurchase
obligations with a term of not more than seven days for underlying           securities
of the types described in clauses (2) and (3) above entered into with           any
financial institution meeting the qualifications specified in clause (3)           above;  




        (5)                 commercial
paper having the highest rating obtainable from Moody’s           Investors Service,
Inc. or Standard & Poor’s Rating Services and in           each case maturing
within six months after the date of acquisition; and  




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




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



        (1)                 any
sale, lease, exchange or other transfer (in one transaction or a series of
          related transactions) of all or substantially all of the assets of the Company
          to any Person or group of related Persons for purposes of Section 13(d) of the
          Exchange Act (a “Group”), together with any Affiliates thereof
          (whether or not otherwise in compliance with the provisions of this Indenture),
          other than to a Permitted Holder;  




        (2)                 the
approval by the holders of Capital Stock of the Company of any plan or           proposal
for the liquidation or dissolution of the Company (whether or not           otherwise in
compliance with the provisions of this Indenture);  




        (3)                 any
Person or Group other than the Permitted Holder shall be or become the           owner,
directly or indirectly, beneficially or of record, of shares representing           more
than 50% of the aggregate ordinary voting power represented by the issued           and
outstanding Capital Stock of the Company;  




        (4)                 the
replacement of a majority of the Board of Directors of the Company over a
          two-year period from the directors who constituted the Board of Directors of
the           Company at the beginning of such period, and such replacement shall not
have           been approved by a vote of at least a majority of the Board of Directors
then           still in office who either were members of such Board of Directors at the
          beginning of such period or whose election as a member of such Board of
          Directors was previously so approved; or  




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        (5)                 the
Company consolidates with, or merges with or into, any Person other than a
          Permitted Holder, or any Person, other than a Permitted Holder, consolidates
          with, or merges with or into, the Company, in any such event pursuant to a
          transaction in which any of the Company’s outstanding Voting Stock or the
          outstanding Voting Stock of such other Person is converted into or exchanged
for           cash, securities or other property, other than any such transaction where
the           Company’s Voting Stock outstanding immediately prior to such
transaction is           converted into or exchanged for Voting Stock (other than
Disqualified Stock) of           the surviving or transferee Person constituting a
majority of the outstanding           shares of such Voting Stock of such surviving or
transferee Person (immediately           after giving effect to such issuance).  




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



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



        “Consolidated
Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus: 



        (1)                 an
amount equal to any extraordinary loss plus any net loss realized by such
          Person or any of its Subsidiaries in connection with an Asset Sale, to the
          extent such losses were deducted in computing such Consolidated Net Income; plus 




        (2)                 provision
for taxes based on income or profits of such Person and its Restricted
          Subsidiaries for such period, to the extent that such provision for taxes was
          deducted in computing such Consolidated Net Income; plus 




        (3)                 consolidated
interest expense of such Person and its Restricted Subsidiaries for           such
period, whether paid or accrued and whether or not capitalized (including,
          without limitation, amortization of debt issuance costs and original issue
          discount, non-cash interest payments, the interest component of any deferred
          payment obligations, the interest component of all payments associated with
          Capital Lease Obligations, imputed interest with respect to Attributable Debt,
          commissions, discounts and other fees and charges incurred in respect of letter
          of credit or bankers’ acceptance financings, and net of the effect of all
          payments made or received pursuant to Hedging Obligations), to the extent that
          any such expense was deducted in computing such Consolidated Net Income; plus 




        (4)                 depreciation,
amortization (including amortization of goodwill, financing costs           and other
intangibles but excluding amortization of prepaid cash expenses that           were paid
in a prior period) and other non-cash expenses (excluding any such           non-cash
expense to the extent that it represents an accrual of or reserve for           cash
expenses in any future period) of such Person and its Restricted           Subsidiaries
for such period to the extent that such depreciation, amortization           and other
non-cash expenses were deducted in computing such Consolidated Net           Income; plus 




        (5)                 any
expenses or charges related to any public or private sale of Capital Stock           of
the Company, Permitted Investment, acquisition, recapitalization or
          Indebtedness permitted to be incurred under this Indenture (in each case
whether           or not consummated) or to the Transactions and, in each case, deducted
in such           period in computing Consolidated Net Income; plus 




        (6)                 the
amount of any non-recurring restructuring charges or reserves deducted in           such
period in computing Consolidated Net Income, including any one-time,
          non-recurring costs incurred in connection with the closure and/or
consolidation           of facilities; plus 




        (7)                 any
other non-cash charges, including any write off or write downs, reducing
          Consolidated Net Income for such period (provided that if any such
          non-cash charges represent an accrual or reserve for potential cash items in
any           future period, the cash payment in respect thereof in such future period
shall           be subtracted from Consolidated Cash Flow to such extent, and excluding
          amortization of a prepaid cash item that was paid in a prior period and the
          reversal of any accrual of, or cash reserve for, anticipated charges in any
          period where such accrual or reserve is no longer required); minus 





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        (8)                 any
non-cash items increasing such Consolidated Net Income for such period,           other
than the accrual of revenue in the ordinary course of business,  




in each case, on a consolidated basis
and determined in accordance with GAAP. 



        “Consolidated
Lease Expense” means, with respect to any specified Person for any period, the
aggregate rental obligations of the specified Person and its consolidated Restricted
Subsidiaries determined on a consolidated basis in accordance with GAAP payable in respect
of such period under leases of real and/or personal property (net of income from subleases
of such properties, but including taxes, insurance, maintenance and similar expenses that
the lessee is obligated to pay under the terms of such leases), whether or not such
obligations are reflected as liabilities or commitments on a consolidated balance sheet of
the specified Person and its Restricted Subsidiaries or in the notes thereto. 



        “Consolidated
Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; provided that: 



        (1)                 the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary           or
that is accounted for by the equity method of accounting will be included           only
to the extent of the amount of dividends or distributions paid in cash to           the
specified Person or a Restricted Subsidiary of the Person;  




        (2)                 the
Net Income of any Restricted Subsidiary will be excluded to the extent that           the
declaration or payment of dividends or similar distributions by that           Restricted
Subsidiary of that Net Income is not at the date of determination           permitted
without any prior governmental approval (that has not been obtained)           or,
directly or indirectly, by operation of the terms of its charter or any
          agreement, instrument, judgment, decree, order, statute, rule or governmental
          regulation applicable to that Restricted Subsidiary or its stockholders;  




        (3)                 the
cumulative effect of a change in accounting principles will be excluded;  




        (4)                 the
write-off of any debt issuance costs incurred in connection with the
          Transactions will be excluded; and  




        (5)                 any
non-cash impairment charges relating to goodwill on the Company’s           balance
sheet as of the date of this Indenture resulting from the application of
          Statement of Financial Accounting Standards No. 142 (or any successor
statement)           will be excluded.  




        “Consolidated
Secured Debt Ratio” as of any date of determination means, the ratio of (1)
Consolidated Total Indebtedness of the Company that is secured by Liens as of the end of
the most recent fiscal period for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is being
made shall occur to (2) Consolidated Cash Flow of the Company for the most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is being
made shall occur, in each case with such pro forma adjustments to Consolidated Total
Indebtedness and Consolidated Cash Flow as are appropriate and consistent with the pro
forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. 



        “Consolidated
Total Indebtedness” means, as of any date of determination, an amount equal to
the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its
Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed
money. Obligations in respect of Capital Lease Obligations and debt obligations evidenced
by promissory notes and similar instruments and (2) the aggregate amount of all of the
outstanding Disqualified Stock of the Company and all preferred stock of its Restricted
Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and
preferred stock equal to the greater of their respective voluntary or involuntary
liquidation preferences and maximum fixed repurchase prices, in each case determined on a
consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed
repurchase price” of any Disqualified Stock or preferred stock that does not have a
fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock or preferred stock as if such Disqualified Stock or preferred stock
were purchased on the date on which Consolidated Total Indebtedness shall be required to
be determined pursuant to this Indenture, and if such price is based upon, or measured by,
the fair market value of such Disqualified Stock or preferred stock, such fair market
value shall be determined reasonably and in good faith by the Company. 




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



        “Credit
Agreement” means that certain Credit Agreement, dated as of the date hereof, by
and among the Company, the Subsidiary Guarantors and Citicorp North America, Inc., as
administrative agent, and the lenders party thereto, including any related notes,
guarantees, security and collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded, replaced,
restructured, restated or refinanced (including any agreement to extend the maturity
thereof and adding additional borrowers or guarantors) from time to time under the same or
any other agent, lender or group of lenders and including increasing the amount of
available borrowings thereunder; provided that such increase is permitted by
Section 4.09 hereof. 



        “Credit
Facilities” means one or more debt facilities or agreements (including, without
limitation, the Credit Agreement) or commercial paper facilities or indentures, in each
case with investment or commercial banks or other institutional lenders providing for
revolving credit loans, term loans, notes, debentures, securities, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced, restructured, restated
or refinanced (including any agreement to extend the maturity thereof and adding
additional borrowers or guarantors) in whole or in part from time to time and including
increasing the amount of available borrowings thereunder; provided that such
increase is permitted by Section 4.09. 



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



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



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



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



        “Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at
the option of the holder of the Capital Stock), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or
prior to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the right to
require the Company to repurchase such Capital Stock upon the occurrence of a Change of
Control or an Asset Sale will not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with Section
4.10. 




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



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



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



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



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



        “Exchange
Notes” means Notes issued in the Exchange Offer pursuant to Section 2.06(f)
hereof. 



        “Exchange
Offer” has the meaning set forth in the Registration Rights Agreement. 



        “Exchange Offer
Registration Statement” has the meaning set forth in the Registration Rights
Agreement. 



        “Existing
Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until
such amounts are repaid. 



        “Existing
Preferred Stock” means the Company’s 7% Redeemable Preferred Stock
outstanding on the Issue Date. 



        “Fixed
Charge Coverage Ratio” means, with respect to any specified Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its Restricted
Subsidiaries for such period to the Fixed Charges of such Person and its Restricted
Subsidiaries for such period. In the event that the specified Person or any of its
Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any
Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or
redeems preferred stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated and on or prior to the date on which the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Calculation Date”), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom as if the same had occurred at the
beginning of the applicable four-quarter reference period; provided, however, that
the Fixed Charges of such Person attributable to interest on any Indebtedness under a
revolving credit facility computed on a pro forma basis will be computed based on the
average daily balance of such Indebtedness during the four-quarter reference period and
using the interest rate in effect at the end of such period. 



        In
addition, for purposes of calculating the Fixed Charge Coverage Ratio: 



        (1)                 acquisitions
that have been made by the specified Person or any of its           Restricted
Subsidiaries, including through mergers or consolidations and           including any
related financing transactions, during the four-quarter reference           period or
subsequent to such reference period and on or prior to the Calculation           Date
will be given pro forma effect (calculated in accordance with Regulation           S-X
promulgated under the Securities Act) as if they had occurred on the first           day
of the four-quarter reference period and Consolidated Cash Flow for such
          reference period will be calculated without giving effect to clause (3) of the
          proviso set forth in the definition of Consolidated Net Income;  





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        (2)                 the
Consolidated Cash Flow attributable to discontinued operations, as           determined
in accordance with GAAP, and operations or businesses disposed of           prior to the
Calculation Date, will be excluded; and  




        (3)                 the
Fixed Charges attributable to discontinued operations, as determined in
          accordance with GAAP, and operations or businesses disposed of prior to the
          Calculation Date, will be excluded, but only to the extent that the obligations
          giving rise to such Fixed Charges will not be obligations of the specified
          Person or any of its Restricted Subsidiaries following the Calculation Date;  




        provided
that whenever pro forma effect is to be given to an acquisition or a disposition, the
amount of income or earnings related thereto (including the incurrence of any Indebtedness
and any pro forma expense and cost reductions that have occurred or are reasonably
expected to occur, regardless of whether those expense and cost reductions could then be
reflected in pro forma financial statements in accordance with Regulation S-X promulgated
under the Securities Act or any regulation or policy of the SEC related thereto) shall be
reasonably determined in good faith by one of the Company’s responsible senior
financial or accounting officers. 



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



        (1)                 the
consolidated interest expense of such Person and its Restricted Subsidiaries
          for such period, whether paid or accrued and whether or not capitalized
          (including, without limitation, amortization of debt issuance costs and
original           issue discount, non-cash interest payments, the interest component of
any           deferred payment obligations, the interest component of all payments
associated           with Capital Lease Obligations, imputed interest with respect to
Attributable           Debt, commissions, discounts and other fees and charges incurred
in respect of           letter of credit or bankers’ acceptance financings, and net
of the effect           of all payments made or received pursuant to Hedging
Obligations); plus 




        (2)                 any
interest expense on Indebtedness of another Person that is Guaranteed by           such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets           of
such Person or one of its Restricted Subsidiaries, whether or not such
          Guarantee or Lien is called upon; plus 




        (3)                 the
product of (a) all dividends, whether paid or accrued and whether or not in
          cash, on any series of preferred stock of such Person or any of its Restricted
          Subsidiaries, other than dividends on Equity Interests payable solely in Equity
          Interests of such Person (other than Disqualified Stock) or to such Person or
          one of its Restricted Subsidiaries, times (b) a fraction, the numerator of
which           is one and the denominator of which is one minus the then current
combined           federal, state and local statutory tax rate of such Person, expressed
as a           decimal, in each case, on a consolidated basis and in accordance with
GAAP.  




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



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



        “Global
Notes” means the global Notes in the form of Exhibit A hereto issued in
accordance with Article 2 hereof. 



        “Government
Securities” means securities that are: 



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




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




        “Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in
the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness. 



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



        (1)                 interest
rate swap agreements, interest rate cap agreements and interest rate           collar
agreements;  




        (2)                 other
agreements or arrangements designed to protect such Person against           fluctuations
in interest rates; and  




        (3)                 foreign
exchange contracts, currency swap agreements or other agreements or
          arrangements designed to protect such Person against fluctuations in currency
          values.  




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



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



        “Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person, whether or
not contingent: 



        (1)                 in
respect of borrowed money;  




        (2)                 evidenced
by bonds, notes, debentures or similar instruments or letters of           credit (or
reimbursement agreements in respect thereof);  




        (3)                 in
respect of banker’s acceptances;  




        (4)                 representing
Capital Lease Obligations;  




        (5)                 representing
the balance deferred and unpaid of the purchase price of any           property, except
any such balance that constitutes an accrued expense or trade           payable; or  




        (6)                 representing
any Hedging Obligations,  




if and to the extent any of the
preceding items (other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP.
In addition, the term “Indebtedness” includes all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person. 




9 









        The
amount of any Indebtedness outstanding as of any date will be: 



        (1)                 the
accreted value of the Indebtedness, in the case of any Indebtedness issued           with
original issue discount; and  




        (2)                 the
principal amount of the Indebtedness, together with any interest on the
          Indebtedness that is more than 30 days past due, in the case of any other
          Indebtedness.  




        “Indenture”
means this instrument, as originally executed or as it may from time to time be
supplemented or amended in accordance with Article 9 hereof. 



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



        “Initial
Notes” means $175,000,000 in aggregate principal amount of Notes issued under
this Indenture on the date hereof. 



        “Institutional
Accredited Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 



        “Investments”
means, with respect to any Person, all direct or indirect investments by such Person in
other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP. If the Company or any of its Subsidiaries
sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Company such that, after giving effect to any such sale or disposition, such Person
is no longer a Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market value of
the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 4.10. The acquisition by the Company or any of
its Subsidiaries of a Person that holds an Investment in a third Person will be deemed to
be an Investment by the Company or such Subsidiary in such third Person in an amount equal
to the fair market value of the Investment held by the acquired Person in such third
Person in an amount determined as provided in the final paragraph of Section 4.10. 



        “Issue
Date” means the date on which the Notes are initially issued. 



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



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



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




10 









        “Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 





        “Net
Income” means, with respect to any specified Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in respect of
preferred stock dividends, excluding, however: 



        (1)                 any
gain (but not loss), together with any related provision for taxes on such           gain
(but not loss), realized in connection with: (a) any Asset Sale or (b) the
          disposition of any securities by such Person or any of its Restricted
          Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
          its Restricted Subsidiaries; and  




        (2)                 any
extraordinary gain (but not loss), together with any related provision for
          taxes on such extraordinary gain (but not loss).  




        “Net
Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration received in
any Asset Sale), net of the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a
result of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset
or assets that were the subject of such Asset Sale, and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with GAAP. 



        “Non-Recourse
Debt” means Indebtedness:  




        (1)                 as
to which neither the Company nor any of its Restricted Subsidiaries (a)
          provides credit support of any kind (including any undertaking, agreement or
          instrument that would constitute Indebtedness), (b) is directly or indirectly
          liable as a guarantor or otherwise, or (c) constitutes the lender;  




        (2)                 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
          (other than the Notes) of the Company or any of its Restricted Subsidiaries to
          declare a default on such other Indebtedness or cause the payment thereof to be
          accelerated or payable prior to its stated maturity; and  




        (3)                 as
to which the lenders have been notified in writing that they will not have           any
recourse to the Company’s stock or assets or the stock or assets of any           of
the Company’s Restricted Subsidiaries.  




        “Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing any Indebtedness. 



        “Officer”
means the Chief Executive Officer, the President, the Chief Financial Officer, or any
Executive Vice President of the Company. 



        “Officers’
Certificate” means a certificate, in form and substance reasonably satisfactory
to the Trustee, signed by two Officers of the Company, at least one of whom shall be the
principal executive officer or principal financial officer of the Company, and delivered
to the Trustee. 



        “Opinion
of Counsel” means a written opinion, in form and substance reasonably
satisfactory to the Trustee, from legal counsel who is acceptable to the Trustee and which
meets the requirements of Section 12.05 hereof. The counsel may be an employee of or
counsel to the Company or the Trustee. 




11 









        “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. 



        “Permitted
Business” means the lines of business conducted by the Company and its Restricted
Subsidiaries on the date hereof and the businesses reasonably related thereto within the
healthcare products and services sector. 



        “Permitted
Holder” means Ares unless Ares does not have a representative on the Board of
Directors of the Company as a result of (x) the resignation by such representative without
Ares nominating a replacement Ares designee, (y) the failure of the Ares representative
(or a replacement nominee of Ares) to stand for election or (z) the failure of the Ares
designee to be elected to the Board of Directors of the Company if Ares failed to vote in
favor of such nominee; provided, however, that it shall not constitute a Change of
Control under clause (3) or (5) under the definition of Change of Control solely because
Ares ceases to be a Permitted Holder at a time when it owns in excess of 50% of the
aggregate voting power represented by the issued and outstanding Capital Stock of the
Company, unless Ares thereafter acquires beneficial ownership or voting control of one or
more additional shares of the issued and outstanding Capital Stock of the Company. 



        “Permitted
Investments” means:  




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




        (2)                 any
Investment in Cash Equivalents;  




        (3)                 loans
and advances to employees and officers of the Company and its Restricted
          Subsidiaries in the ordinary course of business for bona fide business purposes
          not in excess of $1.0 million at any one time outstanding;  




        (4)                 any
Investment by the Company or any of its Restricted Subsidiaries in a Person,           if
as a result of such Investment:  




	 	        (a)                 such
Person becomes one of the Company’s Restricted Subsidiaries; or  







	 	        (b)                      such
Person is merged, consolidated or amalgamated with or into, or transfers or
               conveys substantially all of its assets to, or is liquidated into, the
Company                or one of its Restricted Subsidiaries;  







        (5)                 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;  




        (6)                 any
acquisition of assets solely in exchange for the issuance of the Equity
          Interests (other than Disqualified Stock) of the Company;  




        (7)                 any
Investments received in compromise of obligations of such Persons incurred           in
the ordinary course of trade creditors or customers that were incurred in the
          ordinary course of business, including pursuant to any plan of reorganization
or           similar arrangement upon the bankruptcy or insolvency of any trade creditor
or           customer;  




        (8)                 Hedging
Obligations;  




        (9)                 Investments
in Permitted Joint Ventures up to (i) $5.0 million in cash and Cash           Equivalents
and (ii) $15.0 million in assets, property or securities other than           cash or
Cash Equivalents; provided that, in the case of this clause (ii),           at the
time of such Investment and after giving pro forma effect thereto as if           such
Investment had been made at the beginning of the applicable four-quarter
          period, (A) the Company would have been permitted to incur at least $1.00 of
          additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
          forth in the first paragraph of Section 4.09 or (B) the Company’s Fixed
          Charge Coverage Ratio would be no less than the Company’s Fixed Charge
          Coverage Ratio immediately prior to such Investment; and  





12 









        (10)                 other
Investments in any Person having an aggregate fair market value (measured           on
the date each such Investment was made and without giving effect to           subsequent
changes in value), when taken together with all other Investments           made pursuant
to this clause (10) that are at the time outstanding, not to           exceed $15.0
million.  




        “Permitted
Joint Venture” means any joint venture that the Company or any Restricted
Subsidiary is a party to that is engaged in a Permitted Business. 



        “Permitted
Liens” means:  




        (1)                 Liens
upon the Company’s property or the property of any of its Restricted
          Subsidiaries securing Indebtedness permitted to be incurred under Section
          4.09(b)(i);  




        (2)                 Liens
in favor of the Company or the Subsidiary Guarantors;  




        (3)                 Liens
on property of a Person existing at the time such Person is merged with or           into
or consolidated with the Company or any of the Company’s Subsidiaries; provided
that such Liens were in existence prior to the contemplation of           such merger
or consolidation and do not extend to any assets other than those of           the Person
merged into or consolidated with the Company or such Subsidiary;  




        (4)                 Liens
on property existing at the time of acquisition of the property by the           Company
or any of its Subsidiaries; provided that such Liens were in           existence
prior to the contemplation of such acquisition;  




        (5)                 Liens
to secure the performance of statutory obligations, surety or appeal           bonds,
performance bonds or other obligations of a like nature;  




        (6)                 Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by
          clause (iv) of the second paragraph of Section 4.09 covering only the assets
          acquired with such Indebtedness;  




        (7)                 Liens
existing on the date of this Indenture;  




        (8)                 Liens
for taxes, assessments or governmental charges or claims that are not yet
          delinquent or that are being contested in good faith by appropriate proceedings
          promptly instituted and diligently concluded; provided that any reserve
          or other appropriate provision as is required in conformity with GAAP has been
          made therefor;  




        (9)                 pledges
or deposits in the ordinary course of business to secure lease           obligations or
nondelinquent obligations under workers’ compensation,           unemployment
insurance or similar legislation;  




        (10)                 Liens
imposed by law, such as carrier’s, supplier’s, workmen’s,
          warehousemen’s, landlord’s, materialmen’s and mechanic’s
          Liens and other similar Liens arising in the ordinary course of business in
          respect of obligations not overdue for a period in excess of 60 days or which
          are being contested in good faith by appropriate proceedings promptly
instituted           and diligently prosecuted; provided, however, that any
reserve or other           appropriate provision as will be required to conform to GAAP
will have been made           for that reserve or provision;  




        (11)                 easements,
rights-of-way, restrictions, minor defects or irregularities in title           and other
similar charges or encumbrances not interfering in any material           respect with
the Company’s business or assets or the business or assets of           any of its
Subsidiaries incurred in the ordinary course of business;  




        (12)                 Liens
securing Hedging Obligations so long as the related Indebtedness is, and           is
permitted to be under this indenture, secured by the same property securing           the
Hedging Obligations;  




        (13)                 Liens
incurred by the Company or any of its Restricted Subsidiaries with respect           to
obligations that do not exceed $15.0 million at any one time outstanding; and  




13 










        (14)                 Liens
securing Obligations in respect of any Indebtedness that was permitted to           be
incurred under Section 4.09; provided that at the time of incurrence           of
and after giving pro forma effect thereto, the Consolidated Secured Debt           Ratio
would be no greater than 2.50 to 1.00.  




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



        (1)                 the
principal amount (or accreted value, if applicable) of such Permitted
          Refinancing Indebtedness does not exceed the principal amount (or accreted
          value, if applicable) of the Indebtedness extended, refinanced, renewed,
          replaced, defeased or refunded (plus all accrued interest on the Indebtedness
          and the amount of all expenses and premiums incurred in connection therewith);  




        (2)                 such
Permitted Refinancing Indebtedness has a final maturity date later than the
          final maturity date of, and has a Weighted Average Life to Maturity equal to or
          greater than the Weighted Average Life to Maturity of, the Indebtedness being
          extended, refinanced, renewed, replaced, defeased or refunded;  




        (3)                 if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
          refunded is subordinated in right of payment to the Notes, such Permitted
          Refinancing Indebtedness is subordinated in right of payment to, the Notes on
          terms at least as favorable to the Holders of Notes as those contained in the
          documentation governing the Indebtedness being extended, refinanced, renewed,
          replaced, defeased or refunded; and  




        (4)                 such
Indebtedness is incurred either by the Company or by the Subsidiary who is           the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
          defeased or refunded.  




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



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



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



        “Qualified
Equity Offering” means any underwritten public or any private offering of Capital
Stock (excluding Disqualified Stock) of the Company. 



        “Registration
Rights Agreement” means the Registration Rights Agreement dated as of May 26,
2006 among the Company, the Subsidiary Guarantors and the initial purchasers named
therein, as such agreement may be amended, modified or supplemented from time to time and,
with respect to any Additional Notes, one or more registration rights agreements between
the Company and the other parties thereto, as such agreement(s) may be amended, modified
or supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the Securities Act. 



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



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



        “Replacement
Assets” means any properties or assets used or useful in a Permitted Business. 



        “Responsible Officer,”
when used with respect to the Trustee, means any officer within the Corporate Trust
Department of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject. 




14 









        “Restricted
Definitive Note” means one or more Definitive Notes bearing the Private Placement
Legend. 



        “Restricted
Global Notes” means the 144A Global Note, the IAI Global Note and the Regulation
S Global Note. 



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



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



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



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



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



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



        “SEC”
means the Securities and Exchange Commission. 



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



        “Seller
Notes” means any unsecured Indebtedness of the Company or any of its Restricted
Subsidiaries payable to one or more sellers of any Person acquired by the Company or any
of its Restricted Subsidiaries, incurred in connection with such acquisition and permitted
by the terms of this Indenture, and in each case subordinated in right of payment to the
Notes and the Subsidiary Guarantees. 



        “Senior
Debt” means:  




        (1)                 all
Indebtedness of the Company or of any Subsidiary Guarantor outstanding under
          Credit Facilities and all Hedging Obligations with respect thereto;  




        (2)                 any
other Indebtedness of the Company or of any Subsidiary Guarantor permitted           to
be incurred under the terms of this Indenture, unless the instrument under
          which such Indebtedness is incurred expressly provides that it is on a parity
          with or subordinated in right of payment to the Notes or any Subsidiary
          Guarantee; and  




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




        Notwithstanding
anything to the contrary in the preceding, Senior Debt will not include: 



        (1)                 any
liability for federal, state, local or other taxes owed or owing by the
          Company;  




        (2)                 any
Indebtedness of the Company to any of its Subsidiaries or other Affiliates
          (other than Credit Facilities under which an Affiliate is a lender);  




        (3)                 any
trade payables; or  




        (4)                 the
portion of any Indebtedness that is incurred in violation of this Indenture.  





15 









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



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



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



        “Subordinated
Indebtedness” means any Indebtedness (whether outstanding on the Issue Date or
thereafter incurred) that is subordinated or junior in right of payment to the Notes
pursuant to a written agreement, executed by the Person to whom such Indebtedness is owed,
to that effect. 



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



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




        (2)                 any
partnership (a) the sole general partner or the managing general partner of
          which is such Person or a Subsidiary of such Person or (b) the only general
          partners of which are that Person or one or more Subsidiaries of that Person
(or           any combination thereof).  




        “Subsidiary
Guarantee” means the Guarantee of the Notes by each of the Subsidiary Guarantors
pursuant to Article 10 and in the form of the Guarantee endorsed on the form of Note
attached as Exhibit A and any additional Guarantee of the Notes to be executed by any
Subsidiary of the Company pursuant to Section 4.19. 



        “Subsidiary
Guarantors” means all of the Company’s Domestic Subsidiaries, any other
Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of this
Indenture described in Section 4.19 and their respective successors and assigns. 



        “TIA”
means the Trust Indenture Act of 1939, as amended. 



        “Transactions”
means the redemption of the Existing Preferred Stock; the purchase or redemption of the
Company’s existing 10 (3)/8% Senior Notes due 2009 and 11
(1)/4% Senior Subordinated Notes due 2009; the offering of the
Notes; the issuance of the Series A Convertible Preferred Stock of the Company pursuant to
the Preferred Stock Purchase Agreement dated as of May 3, 2006, among the Company and the
purchasers signatory thereto and the entering into of the Credit Agreement. 



        “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean such successor
Trustee. 



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



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



16 










        “Unrestricted
Subsidiary” means any Subsidiary of the Company (or any successor to any of them)
that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary
pursuant to a board resolution, but only to the extent that such Subsidiary: 



        (1)                 has
no Indebtedness other than Non-Recourse Debt;  




        (2)                 is
not party to any agreement, contract, arrangement or understanding with the
          Company or any of its Restricted Subsidiaries unless the terms of any such
          agreement, contract, arrangement or understanding are no less favorable to the
          Company or such Restricted Subsidiary than those that might be obtained at the
          time from Persons who are not Affiliates of the Company;  




        (3)                 is
a Person with respect to which neither the Company nor any of its Restricted
          Subsidiaries has any direct or indirect obligation (a) to subscribe for
          additional Equity Interests or (b) to maintain or preserve such Person’s
          financial condition or to cause such Person to achieve any specified levels of
          operating results;  




        (4)                 has
not guaranteed or otherwise directly or indirectly provided credit support           for
any Indebtedness of the Company or any of its Restricted Subsidiaries; and  




        (5)                 has
at least one director on the Board of Directors of the Company that is not a
          director or executive officer of the Company or any of its Restricted
          Subsidiaries and has at least one executive officer that is not a director or
          executive officer of the Company or any of its Restricted Subsidiaries.  




        Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of the Board
of Directors of the Company giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the preceding conditions and
was permitted by Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would
fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness
of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company
as of such date and, if such Indebtedness is not permitted to be incurred as of such date
under Section 4.09, the Company will be in default of Section 4.09. The Board of Directors
of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by one of the Company’s Restricted Subsidiaries of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted
if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis
as if such designation had occurred at the beginning of the four-quarter reference period;
(2) no Default or Event of Default would be in existence following such designation; and
(3) such Subsidiary executes and delivers to the Trustee a supplemental indenture
providing for a Subsidiary Guarantee. 



        “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that
is at the time entitled to vote in the election of the Board of Directors of such Person. 



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



        (1)                 the
sum of the products obtained by multiplying (a) the amount of each then
          remaining installment, sinking fund, serial maturity or other required payments
          of principal, including payment at final maturity, in respect of the
          Indebtedness, by (b) the number of years (calculated to the nearest
one-twelfth)           that will elapse between such date and the making of such payment;
by  




        (2)                 the
then outstanding principal amount of such Indebtedness.  




Section 1.02.     Other Definitions. 






17 













	Term	Defined in

Section
	“Affiliate Transaction”	4.14
	“Asset Sale Offer”	3.09
	“Authentication Order”	2.02
	“Benefited Party”	10.01
	“Change of Control Offer”	4.18
	“Change of Control Payment”	4.18
	“Covenant Defeasance”	8.03
	“DTC”	2.03
	“Event of Default”	6.01
	“Excess Proceeds”	4.12
	“incur”	4.09
	“Legal Defeasance”	8.02
	“losses”	7.07
	“Notes”	Preamble
	“Offer Amount”	3.09
	“Offer Period”	3.09
	“Paying Agent”	2.03
	“Payment Default”	6.01
	“Permitted Debt”	4.09
	“Purchase Date”	3.09
	“Registrar”	2.03
	“Restricted Payments”	4.10
	“Security Register”	4.18
	“Successor Company”	5.01








Section 1.03.     Incorporation by
Reference of Trust Indenture Act.  




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




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




        “indenture
securities” means the Notes;  




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



        “indenture to
be qualified” means this Indenture; 



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



        “obligor”
on the Notes means the Company and any successor obligor upon the Notes. 



        (c)              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 1.04.     Rules of
Construction. 



        (a)    
                    Unless the context otherwise requires:  




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







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







	 	        (iii)    
                    “or” is not exclusive;  








18 









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







	 	        (v)    
                    all references in this instrument to designated “Articles,”                    “Sections” and
other subdivisions are to the designated Articles,                     Sections and
subdivisions of this instrument as originally executed;  







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







	 	        (vii)    
                    “including” means “including without limitation”;  







	 	        (viii)    
                    provisions apply to successive events and transactions; and  







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







ARTICLE 2.  



THE NOTES 



Section 2.01.     Form and Dating. 



        (a)    General.
The Notes and the Trustee’s certificate of           authentication shall be
substantially in the form of Exhibit A hereto, which is           hereby incorporated in
and expressly made part of this Indenture. 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 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)    Form
of Notes. The Notes shall be issued initially in           global form and
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 Custodian, at the direction of the
          Trustee, in accordance with instructions given by the Holder thereof as
required           by Section 2.06 hereof.  




        (c)    Book-Entry
Provisions. This Section 2.01(c) shall only           apply to Global
Notes deposited with the Trustee, as custodian for the           Depositary. Participants
and Indirect Participants shall have no rights under           this Indenture with
respect to any Global Note held on their behalf by the           Depositary or by the
Trustee as the custodian for the Depositary or under such           Global Note, and the
Depositary shall be treated by the Company, the Trustee and           any agent of the
Company or the Trustee as the absolute owner of such Global           Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein           shall
prevent the Company, the Trustee or any agent of the Company or the           Trustee
from giving effect to any written certification, proxy or other           authorization
furnished by the Depositary or impair, as between the Depositary           and its
Participants or Indirect Participants, the Applicable Procedures or the
          operation of customary practices of the Depositary governing the exercise of
the           rights of a holder of a beneficial interest in any Global Note.  





19 









Section 2.02.     Execution and
Authentication. 



        (a)              Two
Officers shall sign the Notes for the Company by manual or facsimile           signature.  




        (b)              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.  




        (c)              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.  




        (d)              The
Trustee shall, upon a written order of the Company signed by an Officer (an
          “Authentication Order”), authenticate Notes for
          original issue.  




        (e)              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.  




        (f)              The
Company may issue Additional Notes from time to time after the offering of           the
Initial Notes. The Initial Notes, the Exchange Notes and any Additional           Notes
subsequently issued under this Indenture shall be treated as a single           class for
all purposes under this Indenture, including, without limitation,           waivers,
amendments, redemptions and offers to purchase.  




Section 2.03.     Registrar and
Paying Agent. 



        (a)              The
Company shall maintain an office or agency where Notes may be presented for
          registration of transfer or for exchange           (“Registrar”)
and an office or agency where Notes           may be presented for payment (“Paying
Agent”).           The Registrar 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.  




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




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




Section 2.04.     Paying
Agent to Hold Money in Trust. 



        The
Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal, premium, if any, or interest and
Additional Interest, if any, on the Notes, and shall notify the Trustee of any default by
the Company in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) 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. 



20 










Section 2.05.     Holder Lists. 



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



Section 2.06.     Transfer and
Exchange. 



        (a)    
Transfer and Exchange of Global Notes. A Global Note may
               not be transferred as a whole except by the Depositary to a nominee of the
               Depositary, by a nominee of the Depositary to the Depositary or to another
               nominee of the Depositary, or by the Depositary or any such nominee to a
               successor Depositary or a nominee of such successor Depositary. All Global
Notes                will be exchanged by the Company for Definitive Notes if (1) the
Company                delivers to the Trustee notice from the Depositary that it is
unwilling or                unable to continue to act as Depositary or that it is no
longer a clearing                agency registered under the Exchange Act and, in either
case, a successor                Depositary is not appointed by the Company within 120
days after the date of                such notice from the Depositary or (2) the Company
in its sole discretion and                subject to the procedures of the Depositary
determines that the Global Notes (in                whole but not in part) should be
exchanged for Definitive Notes and deliver a                written notice to such effect
to the Trustee; or (3) an Event of Default shall                have occurred and be
continuing. Upon the occurrence of any of the preceding                events in (1), (2)
or (3) above, Definitive Notes shall be issued in                denominations of $1,000
or integral multiples thereof and in such names as the                Depositary shall
instruct the Trustee. Global Notes also may be exchanged or                replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof.                Every Note
authenticated and delivered in exchange for, or in lieu of, a Global                Note
or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or
               2.10 hereof, shall be authenticated and delivered in the form of, and
shall be,                a Global Note. A Global Note may not be exchanged for another
Note other than as                provided in this Section 2.06(a), however, beneficial
interests in a Global Note                may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f)                hereof.  




        (b)    
Transfer and Exchange of Beneficial Interests in the Global                Notes.
The transfer and exchange of beneficial interests in the                Global Notes
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 clause (i) or (ii) below, as
applicable, as well as one                or more of the other following clauses, 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 Regulation S 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
               2.06(b)(i).  







	 	        (ii)    
All Other Transfers and Exchanges of Beneficial Interests in Global
               Notes. In connection with all transfers and exchanges of beneficial
               interests that are not subject to Section 2.06(b)(i) above, the transferor
of                such beneficial interest must deliver to the Registrar either (A)(1) a
               written order from a Participant or an Indirect Participant given to the
               Depositary in accordance with the Applicable Procedures directing the
Depositary                to credit or cause to be credited a beneficial interest in
another Global Note                in an amount equal to the beneficial interest to be
transferred or exchanged and                (2) instructions given in accordance
with the Applicable Procedures                containing information regarding the
Participant account to be credited with                such increase or (B)(1) a
written order from a Participant or an Indirect                Participant given to the
Depositary in accordance with the Applicable Procedures                directing the
Depositary to cause to be issued a Definitive Note 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. Upon
               consummation of an Exchange Offer by the Company in accordance with
Section                2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall
be deemed to                have been satisfied upon receipt by the Registrar of the
instructions contained                in the Letter of Transmittal delivered by the
Holder of such beneficial                interests in the Restricted Global Notes. Upon
satisfaction of all of the                requirements for transfer or exchange of
beneficial interests in Global Notes                contained in this Indenture and the
Notes or otherwise applicable under the                Securities Act, the Trustee shall
adjust the principal amount of the relevant                Global Note(s) pursuant to
Section 2.06(h) hereof.  








21 









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







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







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







	 	        (C)    
               if the transferee will take delivery in the form of a beneficial interest
in the                IAI Global Note, then the transferor must deliver a certificate in
the form of                Exhibit B hereto, including the certifications and
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 an Unrestricted Global Note. A
beneficial                interest in any Restricted Global Note may be exchanged by any
holder thereof                for a beneficial interest in an Unrestricted Global Note or
transferred to a                Person who takes delivery thereof in the form of a
beneficial interest in an                Unrestricted Global Note if the exchange or
transfer complies with the                requirements of Section 2.06(b)(ii) above and:  







	 	        (A)    
               such exchange or transfer is effected pursuant to the Exchange Offer in
               accordance with the Registration Rights Agreement and the holder of the
               beneficial interest to be transferred, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the applicable Letter
of                Transmittal that 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 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  








22 









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






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



	 	        (v)    
Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for
               Beneficial Interests in Restricted Global Notes Prohibited.
               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, 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                under the Securities Act, 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 clauses (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;  








23 









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







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







	 	
the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and
the Trustee shall authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section
2.06(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 mail or deliver such Definitive Notes to the Persons in whose names such
Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.  






	 	        (ii)    
Beneficial Interests in 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 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 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 an Unrestricted
Definitive Note, a                certificate from such holder in the form of Exhibit C
hereto, including the                certifications in item (1)(b) thereof; or  







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









24 









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






	 	        (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 a Definitive
Note or to                transfer such beneficial interest to a Person who takes
delivery thereof in the                form of a Definitive Note, then, upon satisfaction
of the conditions set forth                in Section 2.06(b)(ii) hereof, the Trustee
shall cause the aggregate principal                amount of the applicable Global Note
to be reduced accordingly pursuant to                Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall                authenticate and mail or
deliver to the Person designated in the instructions a                Definitive Note in
the appropriate principal amount. Any Definitive Note issued                in exchange
for a beneficial interest pursuant to this Section 2.06(c)(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 mail or deliver such Definitive
Notes to                the Persons in whose names such Notes are so registered. Any
Definitive Note                issued in exchange for a beneficial interest pursuant to
this Section                2.06(c)(iii) shall not bear the Private Placement Legend.  







        (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;  







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







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







	 	        (E)    
               if such Restricted Definitive Note is being transferred to an
Institutional                Accredited Investor in reliance on an exemption from the
registration                requirements of the Securities Act other than those listed in
clauses (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;  








25 









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







	 	        (G)    
               if such Restricted Definitive Note is being transferred pursuant to an
effective                registration statement under the Securities Act, a certificate
to the effect set                forth in Exhibit B hereto, including the certifications
in item (3)(c) 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, in the
case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI
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 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;  







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







	 	        (D)    
               the Registrar receives the following:  







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







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







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








26 









	 	        Upon
satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the
Trustee shall cancel the Definitive Notes 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                Unrestricted Definitive Note to a Person who takes delivery thereof
in the form                of a beneficial interest in an Unrestricted Global Note at any
time. Upon                receipt of a request for such an exchange or transfer, the
Trustee shall cancel                the applicable Unrestricted Definitive Note and
increase or cause to be                increased the aggregate principal amount of one of
the Unrestricted Global                Notes.  







	 	        (iv)    
Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests
               in Restricted Global 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
clauses                (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted
Global Note has                not yet been issued, the Company shall issue and, upon
receipt of an                Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall                authenticate one or more Unrestricted Global Notes in an
aggregate principal                amount equal to the principal amount of Definitive
Notes so transferred.  







        (e)    
Transfer and Exchange of Definitive Notes for Definitive                Notes.
Upon request by a Holder of Definitive Notes and such                Holder’s
compliance with the provisions of this Section 2.06(e), the                Registrar
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 2.06(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 will 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;  







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







	 	        (C)    
               if the transfer will be made pursuant to any other exemption from the
               registration requirements of the Securities Act, then the transferor must
               deliver a certificate in the form of Exhibit B hereto, including the
               certifications, 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 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;  








27 









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







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







	 	        (D)    
               the Registrar receives the following:  







	 	        (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 clause (D), if the Registrar so requests, an Opinion
of Counsel in form 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 2.02,                the Trustee shall authenticate (A) one or more Unrestricted
Global Notes in an                aggregate principal amount equal to the principal
amount of the beneficial                interests in the Restricted Global Notes tendered
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) Unrestricted Definitive                Notes in an
aggregate principal amount equal to the principal amount of the                Restricted
Definitive Notes tendered for acceptance by Persons who made the                foregoing
certification and accepted for exchange in the Exchange Offer.
               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 the Trustee shall
               authenticate and mail or deliver to the Persons designated by the Holders
of                Restricted Definitive Notes so accepted Unrestricted 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 clause (B) below, each Global Note and each
Definitive                Note (and all Notes issued in exchange therefor or substitution
thereof) shall                bear the legend in substantially the following form:  








28 









	 	
“THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS
THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE
TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2)
AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION
TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE
THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON
TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS
COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT. 






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







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







        “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 2.06 OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 




29 









        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.” 



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




        (i)    
General Provisions Relating to Transfers and Exchanges.  




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







	 	        (ii)    
                    No service charge shall be made to a Holder of a beneficial interest
in a Global                     Note or to a Holder of a Definitive Note for any
registration of transfer or                     exchange, but the 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, 3.06, 4.12, 4.18 and
9.05                     hereof).  







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







	 	        (iv)    
                    Neither the Registrar nor the Company shall be required (A) to issue,
to                     register the transfer of or to exchange any Notes during a period
beginning at                     the opening of business 15 days before the day of any
selection of Notes for                     redemption under Section 3.02 hereof and
ending at the close of business on the                     day of selection, (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.  









30 









	 	        (v)    
                    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.  







	 	        (vi)     
                    The Trustee shall authenticate Global Notes and Definitive Notes in
accordance                     with the provisions of Section 2.02 hereof.  







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







	 	        (viii)    
                    The Trustee is hereby authorized to enter into a letter of
representation with                     the Depository in the form provided by the
Company and to act in accordance with                     such letter.  







Section 2.07.     Replacement Notes. 



        If
any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Company
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.
The Company may charge for its expenses in replacing a Note. 



        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 2.08.     Outstanding Notes. 



        (a)              The
Notes outstanding at any time are all the Notes authenticated by the Trustee
          except for those cancelled by it, those delivered to it for cancellation, those
          reductions in the interest in a Global Note effected by the Trustee in
          accordance with the provisions hereof, and those described in this Section 2.08
          as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
          cease to be outstanding because the Company or an Affiliate of the Company
holds           the Note; however, Notes held by the Company or a Subsidiary of the
Company           shall not be deemed to be outstanding for purposes of Section 3.07(b)
hereof.  




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




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




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





31 








Section 2.09.     Treasury Notes. 




        In
determining whether the Holders of the required principal amount of Notes have concurred
in any direction, waiver or consent, Notes owned by the Company, or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common control with
the Company, shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Notes that the Trustee 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 certificated 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 upon direction by 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 requirements of the Exchange Act). Certification of the destruction of all
cancelled Notes shall be delivered to the Company. The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation. 



Section 2.12.     Defaulted Interest. 



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



Section 2.13.     CUSIP or ISIN
Numbers. 



        The
Company in issuing the Notes may use “CUSIP” or “ISIN” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” or
“ISIN” numbers in notices of redemption as a convenience to Holders;
provided, however, 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 will promptly notify the Trustee of any change
in the “CUSIP” or “ISIN” numbers. 



Section 2.14.     Additional
Interest. 




32 









        If
Additional Interest is payable by the Company pursuant to the Registration Rights
Agreement and paragraph 1 of the Notes, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Additional Interest that is
payable and (ii) the date on which such interest is payable. Unless and until a
Responsible Officer of the Trustee receives such a certificate or instruction or direction
from the Holders in accordance with the terms of the Indenture, the Trustee may assume
without inquiry that no Additional Interest is payable. The foregoing shall not prejudice
the rights of the Holders with respect to their entitlement to Additional Interest as
otherwise set forth in this Indenture or the Notes and pursuing any action against the
Company directly or otherwise directing the Trustee to take any such action in accordance
with the terms of this Indenture and the Notes. If the Company has paid Additional
Interest directly to the persons entitled to it, the Company shall deliver to the Trustee
a certificate setting forth the particulars of such payment. 



ARTICLE 3.  



REDEMPTION AND
PREPAYMENT 



Section 3.01.     Notices to Trustee. 



        If
the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days but not more than
60 days 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 3.02.     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 to be redeemed among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are listed or, if
the Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee considers fair and appropriate. In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption date
by the Trustee from the outstanding Notes not previously called for redemption. 



        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 selected shall be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed,
the entire outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed.  Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. 



Section 3.03.     Notice of
Redemption. 



        At
least 30 days but not more than 60 days before a redemption date, 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 at its registered address. 



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



        (a)              the
redemption date;  




        (b)              the
redemption price or if the redemption is made pursuant to Section 3.07(b) a
          calculation of 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, 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;  





33 









        (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           and
Additional Interest, if any, on Notes called for redemption ceases to accrue           on
and after the redemption date; (g) the paragraph of the Notes or Section of
          this Indenture pursuant to which the Notes called for redemption are being
          redeemed; and  




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




        At
the Company’s request, the Trustee 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, or such shorter period allowed by the
Trustee, prior to the redemption date, an Officers’ Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such notice as
provided in this Section 3.03. 



Section 3.04.     Effect of Notice
of Redemption. 



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



Section 3.05.     Deposit of
Redemption Price.  




        On
or before 11:00 a.m. on any redemption date, the Company shall deposit with the Trustee or
with the Paying Agent money sufficient to pay the redemption price of and accrued interest
and Additional Interest, 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 interest and Additional Interest, 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 and Additional Interest, if any, 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 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 and Additional Interest, if any, 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 4.01 hereof. 



Section 3.06.     Notes Redeemed in
Part. 



        Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon the
Company’s written request, 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 3.07.     Optional
Redemption. 



        (a)              Except
as set forth in clause (b) of this Section 3.07, the Notes will not be
          redeemable at the option of the Company prior to June 1, 2010. Starting on June
          1, 2010, the Company may redeem all or a part of the Notes after giving the
          required notice under this Indenture. The Notes may be redeemed at the
          redemption prices (expressed as percentages of principal amount) set forth
          below, plus accrued and unpaid interest and Additional Interest, if any, on the
          Notes redeemed to the applicable redemption date (subject to the right of
          Holders on the relevant record date to receive interest due on the relevant
          Interest Payment Date), if redeemed during the twelve-month period beginning on
          June 1 of the years indicated below:  




34 









		
	Year	Percent
	2010	105.125%
	2011	102.563%
	2012 and thereafter	100.000%








        (b)              At
any time and from time to time prior to June 1, 2009, the Company may redeem           up
to 35% of the aggregate principal amount of the Notes issued under this
          Indenture at a redemption price equal to 110.250% of the principal amount
          thereof, plus accrued and unpaid interest and Additional Interest, if any, to
          the redemption date (subject to the right of Holders on the relevant record
date           to receive interest due on the relevant Interest Payment Date) with the
net cash           proceeds of any Qualified Equity Offering of the Company’s common
stock; provided, however, that after giving effect to any such
          redemption, at least 65% of the aggregate principal amount of the Notes issued
          on the Issue Date (excluding Notes held by the Company and its Subsidiaries)
          remains outstanding immediately after the occurrence of such redemption. Any
          such redemption shall be made within 90 days of such Qualified Equity Offering
          upon not less than 30 nor more than 60 days’ prior notice.  




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




Section 3.08.     Mandatory
Redemption. 



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



Section 3.09.     Offer To Purchase by
Application of Excess Proceeds  



        (a)              In
the event that, pursuant to Section 4.12 hereof, the Issuer shall be required
          to commence an offer to all Holders to purchase Notes (an “Asset
Sale           Offer”), it shall follow the procedures specified
below.  




        (b)              The
Asset Sale Offer shall remain open for a period of 20 Business Days           following
its commencement and no longer, except to the extent that a longer           period is
required by applicable law (the “Offer           Period”).
No later than five Business Days after the           termination of the Offer Period (the
“Purchase           Date”), the Issuer shall purchase the
principal amount of           Notes required to be purchased pursuant to Section 4.12
hereof (the           “Offer Amount”) or, if less than the
Offer Amount           has been tendered, all Notes tendered in response to the Asset
Sale Offer.           Payment for any Notes so purchased shall be made in the same manner
as interest           payments are made.  




        If
the Purchase Date is on or after an interest record date and on or before the related
Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in
whose name a Note is registered at the close of business on such record date, and no
additional interest shall be payable to Holders who tender Notes pursuant to the Asset
Sale Offer. 



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



	 	        (i)    
                    that the Asset Sale Offer is being made pursuant to this Section 3.09
and                     Section 4.12 hereof and the length of time the Asset Sale Offer
shall remain                     open;  







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







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







35 










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







	 	        (v)     
                    that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer                     may elect to have Notes purchased in integral multiples of
$1,000 only;  







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







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







	 	        (viii)    
                    that, if the aggregate principal amount of Notes surrendered by
Holders exceeds                     the Offer Amount, the Issuer shall select the Notes
to be purchased on a pro                     rata basis (with such adjustments as
may be deemed appropriate by the Issuer                     so that only Notes in
denominations of $1,000 or integral multiples thereof                     shall be
purchased); and  







	 	        (ix)    
                    that Holders whose Notes were purchased only in part shall be issued
new Notes                     equal in principal amount to the unpurchased portion of the
Notes surrendered                     (or transferred by book-entry transfer).  







        On
or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions
thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’
Certificate stating that such Notes or portions thereof were accepted for payment by the
Issuer in accordance with the terms of this Section 3.09. The Issuer, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later than five
Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by the
Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon
written request from the Issuer shall authenticate and mail or deliver such new Note to
such Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer
to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale
Offer on the Purchase Date. 



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



ARTICLE 4.  



COVENANTS 



Section 4.01.     Payment of Notes. 



        The
Company shall pay or cause to be paid the principal of, premium, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. Principal, premium, if
any, and interest and Additional Interest, if any, 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 and Additional Interest, if any, then due. The Company shall pay Additional
Interest, if any, in the same manner, on the dates and in the amounts set forth in the
Registration Rights Agreement. 



36 










        The
Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a
rate that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, 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. 



Section 4.02.     Maintenance of
Office or Agency. 



        (a)              The
Company shall maintain an office or agency (which may be an office or drop
          facility of the Trustee or an affiliate of the Trustee, Registrar or
          co-registrar) where Notes may be presented or surrendered for registration of
          transfer or for exchange and where notices and demands to or upon the Company
in           respect of the Notes and this Indenture may be served. The Company shall
give           prompt written notice to the Trustee of the location, and any change in
the           location, of such office or agency.  If at any time the Company shall
fail           to maintain any such required office or agency or shall fail to furnish
the           Trustee with the address thereof, such presentations, surrenders, notices
and           demands may be made or served at the Corporate Trust Office of the Trustee,
and           the Company hereby appoints the Trustee as its agent to receive all such
          presentations, surrenders, notices and demands.  




        (b)              The
Company may also from time to time designate one or more other offices or
          agencies where the Notes may be presented or surrendered for any or all such
          purposes and may from time to time rescind such designations. 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.  




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




Section 4.03.     Reports. 



        (a)     
               Notwithstanding that the Company may not be subject to the reporting
               requirements of Section 13 or 15(d) of the Exchange Act, so long as
any                Notes are outstanding the Company shall furnish to the Holders of the
Notes,                within the time periods specified in the SEC’s rules and
regulations:  




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







	 	        (ii)    
               all current reports that would be required to be filed with the SEC on
Form 8-K                if the Company were required to file such reports.  







        The
Company will be deemed to have furnished such reports to the Trustee and the Holders if
the Company has filed such reports with the SEC via the EDGAR filing system and such
reports are publicly available. 



        (b)              If
the Company has designated any of its Subsidiaries as Unrestricted
          Subsidiaries, then the quarterly and annual financial information required by
          the preceding clause (a) will include a reasonably detailed presentation,
either           on the face of the financial statements or in the footnotes thereto, and
in           Management’s Discussion and Analysis of Financial Condition and Results
of           Operations, of the financial condition and results of operations of the
Company           and its Restricted Subsidiaries separate from the financial condition
and           results of operations of the Company’s Unrestricted Subsidiaries.  




37 










        (c)              In
addition, following the consummation of the Exchange Offer contemplated by           the
Registration Rights Agreement, whether or not required by the SEC, the           Company
shall file a copy of all of the information and reports referred to in           clauses
(a)(i) and (a)(ii) above with the SEC for public availability within the           time
periods specified in the SEC’s rules and regulations (unless the SEC           will
not accept such a filing) and make such information available to securities
          analysts and prospective investors upon request.  




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




Section 4.04.     Compliance
Certificate. 



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




        (b)              So
long as not contrary to the then current recommendations of the American
          Institute of Certified Public Accountants, the year-end financial statements
          delivered to the Trustee pursuant to Section 4.03 above shall be accompanied by
          a written statement of the Company’s independent public accountants (who
          shall be a firm of established national reputation) that in making the
          examination necessary for certification of such financial statements, nothing
          has come to their attention that would lead them to believe that the Company
has           violated any provisions of Articles 4 or 5 hereof or, if any such violation
has           occurred, specifying the nature and period of existence thereof, it being
          understood that such accountants shall not be liable directly or indirectly to
          any Person for any failure to obtain knowledge of any such violation.  




        (c)              The
Company shall deliver to the Trustee, within 30 days after the           occurrence
thereof, written notice in the form of an Officers’ Certificate           of any
event that with the giving of notice and the lapse of time would become           an
Event of Default, its status and what action the Company is taking or           proposes
to take with respect thereto.  




Section 4.05.     Taxes. 



        The
Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except such as are
contested in good faith and by appropriate proceedings or where the failure to effect
such payment is not adverse in any material respect to the Holders of the Notes;
provided that neither the Company nor any such Restricted Subsidiary shall be
required to pay or discharge, or cause to be paid or discharged, any such tax, assessment,
charge or claim the amount, applicability or validity of which is being contested in good
faith by appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP. 



Section 4.06.     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, 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. 




38 









Section 4.07.     Corporate
Existence. 



        Subject
to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to time) of
the Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company and its Restricted 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 Restricted
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 Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes. 



Section 4.08.     Payments for
Consent. 



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



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



        (a)    
               The Company shall not, and shall not permit any of its Restricted
Subsidiaries                to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise                become directly or indirectly liable, contingently
or otherwise, with respect to                (collectively, “incur”)
any Indebtedness (including                Acquired Debt), and the Company shall not
issue any Disqualified Stock and shall                not permit any of its Restricted
Subsidiaries to issue any shares of preferred                stock; provided, however, that
the Company may incur Indebtedness                (including Acquired Debt) or issue
Disqualified Stock, and any of its Subsidiary                Guarantors may incur
Indebtedness, if the Fixed Charge Coverage Ratio for the                Company’s
most recently ended four full fiscal quarters for which internal                financial
statements are available immediately preceding the date on which such
               additional Indebtedness is incurred or such Disqualified Stock is issued
would                have been at least 2.00 to 1.00, determined on a pro forma basis
(including a                pro forma application of the net proceeds therefrom), as if
the additional                Indebtedness had been incurred or the preferred stock or
Disqualified Stock had                been issued, as the case may be, at the beginning
of such four- quarter period.  




        (b)    
               Paragraph (a) of this Section 4.09 will not prohibit the incurrence of any
of                the following items of Indebtedness (collectively, “Permitted
               Debt”):  




	 	        (i)   
               the incurrence by the Company of additional Indebtedness and letters of
credit                under one or more Credit Facilities and Guarantees thereof by the
Subsidiary                Guarantors; provided that the aggregate principal amount
of all                Indebtedness of the Company and its Restricted Subsidiaries
incurred pursuant to                this clause (i) (with letters of credit being deemed
to have a principal amount                equal to the maximum potential liability of the
Company and its Restricted                Subsidiaries thereunder) does not exceed an
amount equal to $305.0 million;  







	 	        (ii)    
               the incurrence by the Company and its Restricted Subsidiaries of the
Existing                Indebtedness;  







	 	        (iii)    
               the incurrence by the Company of Indebtedness represented by the Notes to
be                issued on the Issue Date (and the related Exchange Notes to be issued
pursuant                to the Registration Rights Agreement) and the incurrence by the
Subsidiary                Guarantors of the Subsidiary Guarantees of the Notes (and the
related Exchange                Notes);  








39 









	 	        (iv)    
               the incurrence by the Company or any of the Subsidiary Guarantors of
               Indebtedness represented by Capital Lease Obligations, mortgage financings
or                purchase money obligations, in each case incurred for the purpose of
financing                all or any part of the purchase price or cost of construction or
improvement of                property, plant or equipment used in the Company’s
business or the business                of such Subsidiary Guarantor, in an aggregate
principal amount, including all                Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred                pursuant to this clause (iv), not to
exceed $10.0 million at any time                outstanding;  







	 	        (v)    
               the incurrence by the Company or any of its Restricted Subsidiaries of
Permitted                Refinancing Indebtedness in exchange for, or the net proceeds of
which are used                to refund, refinance or replace Indebtedness (other than
intercompany                Indebtedness) that was incurred under the clause (a) of this
Section 4.09 or                clauses (ii) or (iii) of this Section 4.09(b);  







	 	        (vi)    
               the incurrence by the Company or any of its Restricted Subsidiaries of
               intercompany Indebtedness owed to the Company or any of the Subsidiary
               Guarantors; provided, however, that:  







	 	        (A)    
               if the Company is the obligor on such Indebtedness, such Indebtedness must
be                expressly subordinated to the prior payment in full in cash of all
Obligations                with respect to the Notes;  







	 	        (B)    
               if a Subsidiary Guarantor is the obligor on such Indebtedness, such
Indebtedness                is expressly subordinated to the prior payment in full in
cash of such                Subsidiary Guarantor’s Subsidiary Guarantee; and  







	 	        (C)    
               (1) any subsequent issuance or transfer of Equity Interests that results
in any                such Indebtedness being held by a Person other than the Company or
a Subsidiary                Guarantor and (2) any sale or other transfer of any such
Indebtedness to a                Person that is not either the Company or a Subsidiary
Guarantor shall be deemed,                in each case, to constitute an incurrence of
such Indebtedness by the Company or                such Subsidiary Guarantor, as the case
may be, that was not permitted by this                clause (vi);  







	 	        (vii)    
               the incurrence by the Company or any of its Restricted Subsidiaries of
Hedging                Obligations that are incurred in the normal course of business for
the purpose                of fixing or hedging currency, commodity or interest rate risk
(including with                respect to any floating rate Indebtedness that is
permitted by the terms hereof                to be outstanding in connection with the
conduct of the Company’s                respective businesses and not for
speculative purposes);  







	 	        (viii)    
               the guarantee by the Company or any of the Subsidiary Guarantors of the
               Indebtedness of the Company or Indebtedness of one of its Restricted
               Subsidiaries that was permitted to be incurred by another provision of
this                covenant;  







	 	        (ix)    
               the incurrence by the Company’s Unrestricted Subsidiaries of
Non-recourse                Debt; provided, however, that if any such Indebtedness
ceases to be                Non-recourse Debt of an Unrestricted Subsidiary, such event
shall be deemed to                be an incurrence of Indebtedness by a Subsidiary of the
Company that was not                permitted by this clause (ix);  







	 	        (x)    
               the incurrence by the Company or any of its Restricted Subsidiaries of any
               Indebtedness under Seller Notes, not to exceed $30.0 million in the
aggregate at                any one time outstanding, including all Indebtedness incurred
to refund,                refinance or replace any Indebtedness incurred pursuant to this
clause (x); and  







	 	        (xi)    
               the incurrence by the Company or any of its Restricted Subsidiaries of
               additional Indebtedness in an aggregate principal amount (or accreted
value, as                applicable) at any time outstanding, including all Indebtedness
incurred to                refund, refinance or replace any Indebtedness incurred
pursuant to this clause                (xi), not to exceed $30.0 million (which amount
may be incurred, in whole or in                part, under any of the Credit Facilities);
provided that no more than                $10.0 million shall be incurred by a
Restricted Subsidiary that is not a                Subsidiary Guarantor.  








40 









        (c)    
               For purposes of determining compliance with this Section 4.09, in the
event that                an item of proposed Indebtedness meets the criteria of more
than one of the                categories of Permitted Debt described in clauses (i)
through (xi) of Section                4.09(b) as of the date of incurrence thereof or is
entitled to be incurred                pursuant to clause (a) of this Section 4.09, the
Company shall, in its sole                discretion, at the time the proposed
Indebtedness is incurred, (x) classify all                or a portion of that item of
Indebtedness on the date of its incurrence under                either clause (a) of this
Section 4.09 or under any category of Permitted Debt,                (y) reclassify at a
later date all or a portion of that or any other item of                Indebtedness as
being or having been incurred in any manner that complies with                this
Section 4.09 and (z) elect to comply with this Section 4.09 and the
               applicable definitions in any order; provided, however, that
Indebtedness                incurred pursuant to the Credit Agreement on the date of this
Indenture shall be                treated as incurred pursuant to clause (1) of the
definition of Permitted Debt.  




        (d)    
               The Company shall not incur, create, issue, assume, guarantee or otherwise
               become liable for any Indebtedness that is subordinate or junior in right
of                payment to any Senior Debt of the Company and not subordinate or junior
in right                of payment to the Notes; provided, however, that no
Indebtedness of the                Company will be deemed to be contractually
subordinated in right of payment                solely by virtue of being unsecured. No
Subsidiary Guarantor will incur, create,                issue, assume, guarantee or
otherwise become liable for any Indebtedness that is                subordinate or junior
in right of payment to the Senior Debt of such Subsidiary                Guarantor and
not subordinate or junior in right of payment to such Subsidiary                Guarantor’s
Subsidiary Guarantee; provided, however, that no                Indebtedness of a
Subsidiary Guarantor will be deemed to be contractually                subordinated in
right of payment solely by virtue of being unsecured.  




Section 4.10.    Restricted
Payments. 



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



        (a)              declare
or pay any dividend or make any other payment or distribution on account           of the
Company’s or any of its Restricted Subsidiaries’ Equity           Interests
(including, without limitation, any payment in connection with any           merger or
consolidation involving the Company or any of its Restricted           Subsidiaries) or
to the direct or indirect holders of the Company or any of its           Restricted
Subsidiaries’ Equity Interests in their capacity as such (in           each case
other than dividends or distributions payable in the Company’s or           any of
its Restricted Subsidiaries’ Equity Interests (other than           Disqualified
Stock) or to the Company or any of its Restricted Subsidiaries);  




        (b)              purchase,
redeem or otherwise acquire or retire for value (including, without           limitation,
in connection with any merger or consolidation involving the Company           or any of
its Restricted Subsidiaries) any of the Company’s or its           Restricted
Subsidiaries’ Equity Interests (in each case other than any of           the Company’s
Restricted Subsidiaries’ Equity Interests owned by the           Company or another
Restricted Subsidiary);  




        (c)              make
any payment on or with respect to, or purchase, redeem, defease or           otherwise
acquire or retire for value any of the Company’s or its           Restricted
Subsidiaries’ Subordinated Indebtedness (other than Subordinated
          Indebtedness owed to the Company or any of its Restricted Subsidiaries), except
          a payment of interest or principal at the Stated Maturity thereof; or  




        (d)              make
any Restricted Investment  




(all such payments and other actions
set forth in these clauses (a) through (d) above being collectively referred to as
“Restricted Payments”), unless, at the time of and after giving
effect to such Restricted Payment: 




41 









        (a)    
               no Default or Event of Default has occurred and is continuing or would
occur as                a consequence of such Restricted Payment; and  




        (b)    
               the Company would, at the time of such Restricted Payment and after giving
pro                forma effect thereto as if such Restricted Payment had been made at
the                beginning of the applicable four-quarter period, have been permitted
to incur at                least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage                Ratio test set forth in Section 4.09(a); and  




        (c)    
               such Restricted Payment, together with the aggregate amount of all other
               Restricted Payments made by the Company and its Restricted Subsidiaries
after                the date hereof (excluding Restricted Payments permitted by clauses
(2), (3),                (4) and (6) of the next paragraph), is less than the sum,
without duplication,                of:  




	 	        (i)    
               50% of the Company’s Consolidated Net Income for the period (taken as
one                accounting period) from the beginning of the first fiscal quarter
commencing                after the date hereof to the end of the Company’s most
recently ended                fiscal quarter for which internal financial statements are
available at the time                of such Restricted Payment (or, if such Consolidated
Net Income for such period                is a deficit, less 100% of such deficit), plus 







	 	        (ii)    
               100% of the aggregate net cash proceeds or the fair value (as determined
in good                faith by the Board of Directors of the Company) of property or
assets received                by the Company since the date hereof as a contribution to
the Company’s                common equity capital or from the issue or sale of the
Company’s Equity                Interests (other than Disqualified Stock) or from
the issue or sale of                convertible or exchangeable Disqualified Stock or
convertible or exchangeable                debt securities of the Company that have been
converted into or exchanged for                such Equity Interests (other than Equity
Interests or Disqualified Stock or debt                securities sold to a Subsidiary of
the Company), plus 







	 	        (iii)    
               to the extent that any Restricted Investment that was made after the date
hereof                is sold for cash or otherwise liquidated or repaid for cash, the
lesser of (i)                the cash return of capital with respect to such Restricted
Investment (less the                cost of disposition, if any) and (ii) the initial
amount of such Restricted                Investment, plus 







	 	        (iv)    
               to the extent that any of the Company’s Unrestricted Subsidiaries are
               redesignated as a Restricted Subsidiary after the Issue Date, the lesser
of (i)                the fair market value of the Company’s Investment in such
Subsidiary as of                the date of such redesignation or (ii) such fair market
value as of the date on                which such Subsidiary was originally designated as
an Unrestricted Subsidiary.  







        So
long as no Default has occurred and is continuing or would be caused thereby (except with
respect to clause (6) below), the preceding provisions will not prohibit: 



	 	        (1)                  the
payment of any dividend within 60 days after the date of declaration of the
               dividend, if at the date of declaration the dividend payment would have
complied                with the provisions hereof;  







	 	        (2)                  the
redemption, repurchase, retirement, defeasance or other acquisition of any
               of the Company’s or any of its Restricted Subsidiaries’ Subordinated
               Indebtedness or of any of the Company’s Equity Interests in exchange
for,                or out of the net cash proceeds of the substantially concurrent sale
(other than                to any of the Company’s Restricted Subsidiaries) of, the
Company’s                Equity Interests (other than Disqualified Stock); provided
that the                amount of any such net cash proceeds that are utilized for
any such redemption,                repurchase, retirement, defeasance or other
acquisition will be excluded from                clause (c)(ii) of the preceding
paragraph;  







	 	        (3)                  the
defeasance, redemption, repurchase or other acquisition of the Subordinated
               Indebtedness of the Company or Subordinated Indebtedness of any of its
               Restricted Subsidiaries with the net cash proceeds from an incurrence of
               Permitted Refinancing Indebtedness;  








42 









	 	        (4)               the
redemption, repurchase or other acquisition of the Company’s Existing
               Preferred Stock;  







	 	        (5)               the
repurchase, redemption or other acquisition or retirement for value of any
               of the Company’s Equity Interests held by any member of the Company’s
               (or any of its Restricted Subsidiaries’) management pursuant to any
               management equity subscription agreement, stock option agreement or
similar                agreement; provided that the aggregate price paid for all
such                repurchased, redeemed, acquired or retired Equity Interests may not
exceed                $1,000,000 in any twelve-month period;  







	 	        (6)               in
the case of a Subsidiary, the payment of dividends (or in the case of any
               partnership or limited liability company, any similar distribution) to the
               holders of its Capital Stock on a pro rata basis;  







	 	        (7)               the
purchase, redemption, defeasance or other acquisition or retirement for
               value of any Seller Notes incurred under clause (x) of the definition of
               Permitted Debt or existing on the date hereof; provided that the
Company                would, at the time of such Restricted Payment and after giving pro
forma effect                thereto as if such Restricted Payment had been made at the
beginning of the                applicable four-quarter period, have been permitted to
incur at least $1.00 of                additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set                forth in Section 4.09; and  







	 	        (8)               other
Restricted Payments in an aggregate amount since the Issue Date not to
               exceed $15.0 million.  







        The
amount of all Restricted Payments (other than cash) will be the fair market value on the
date of the Restricted Payment of the asset(s), property or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment. The fair market value of any assets or securities that
are required to be valued by this Section 4.10 will be determined by the Board of
Directors of the Company whose resolutions with respect thereto will be delivered to the
Trustee. The Board of Directors’ determination must be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of national
standing if the fair market value exceeds $5.0 million. Not later than the date of making
any Restricted Payment, the Company shall deliver to the Trustee an Officers’
Certificate stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 4.10 were computed, together with a
copy of any fairness opinion or appraisal required by this Indenture. 



Section 4.11.    Liens. 



        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien of any kind securing
Indebtedness, Attributable Debt or trade payables on any asset now owned or hereafter
acquired or any proceeds therefrom, or assign or convey any right to receive income
therefrom, except Permitted Liens, unless: 



        (a)              in
the case of Liens securing Subordinated Indebtedness, the Notes and related
          Subsidiary Guarantees are secured by a Lien on such property (including Capital
          Stock of a Restricted Subsidiary), assets, proceeds, income or profit that is
          senior in priority to such Liens; and  




        (b)              in
the case of Liens securing Senior Debt, the Notes and related Subsidiary
          Guarantees are equally and ratably secured on such property (including Capital
          Stock of a Restricted Subsidiary), assets, proceeds, income or profit.  




Section 4.12.     Asset Sales. 



        (a)    
          The Company shall not, and shall not permit any of its Restricted Subsidiaries
          to, consummate an Asset Sale unless:  




	 	        (i)    
          the Company (or the Restricted Subsidiary, as the case may be) receive
          consideration at the time of the Asset Sale at least equal to the fair market
          value of the assets sold, leased, transferred, conveyed or otherwise disposed
          of;  








43 










	 	        (ii)    
          the fair market value, if greater than $2.0 million, is determined by the
          Company’s Board of Directors and evidenced by a resolution of the Board of
          Directors set forth in an Officer’s Certificate delivered to the Trustee;
          and  







	 	        (iii)    
          at least 75% of the consideration received in the Asset Sale by the Company or
          such Restricted Subsidiary is in the form of cash, Cash Equivalents or
          Replacement Assets.  







        (b)    
          For purposes of this Section 4.12, each of the following will be deemed to be
          cash:  




	 	        (i)    
          any liabilities of the Company or any of its Restricted Subsidiaries, as shown
          on the Company’s or such Restricted Subsidiary’s most recent balance
          sheet (other than contingent liabilities and liabilities that are by their
terms           subordinated to the Notes or any Restricted Subsidiary’s Subsidiary
          Guarantee), that are assumed by the transferee of any such assets pursuant to a
          customary novation agreement that releases the Company or such Restricted
          Subsidiary from further liability; and  







	 	        (ii)    
          any securities, notes or other obligations received by the Company or any such
          Restricted Subsidiary from such transferee that are converted by the Company or
          such Restricted Subsidiary into cash within 90 days of the consummation of such
          Asset Sale (subject to ordinary settlement periods), to the extent of the cash
          received in that conversion.  







        (c)    
          Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the
          Company may apply those Net Proceeds at its option:  




	 	        (i)    
          to repay Senior Debt;  







	 	        (ii)    
          to acquire all or substantially all of the assets of, or a majority of the
          Voting Stock of, another Permitted Business; or  







	 	        (iii)    
          to acquire other long-term assets that are used or useful in a Permitted
          Business.  







        In
the case of each of clauses (ii) and (iii) above, the entry into a definitive agreement to
acquire such assets within 365 days after the receipt of any Net Proceeds from an Asset
Sale shall be treated as a permitted application of the Net Proceeds from the date of such
agreement so long as the Company or such Restricted Subsidiary enters into such agreement
with the good faith expectation that such Net Proceeds will be applied to satisfy such
commitment within 455 days of the date of the receipt of such Net Proceeds and such Net
Proceeds are actually so applied within such period. 



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



        (d)              Any
Net Proceeds from Asset Sales that are not applied or invested as provided           in
Section 4.12(c) will constitute “Excess Proceeds.”          When
the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company           shall
make an Asset Sale Offer to all Holders of Notes and all holders of other
          Indebtedness that is pari passu with the Notes containing provisions
          similar to those set forth herein with respect to offers to purchase or redeem
          with the proceeds of sales of assets to purchase the maximum principal amount
of           Notes and such other pari passu Indebtedness that may be purchased
out of           the Excess Proceeds. The offer price in any Asset Sale Offer will be
equal to           100% of the principal amount thereof plus accrued and unpaid interest
and           Additional Interest, if any, to the date of purchase, and shall be payable
in           cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer,           the Company may use those Excess Proceeds for any purpose not otherwise
          prohibited by this Indenture. If the aggregate principal amount of Notes and
          other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds           the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passu Indebtedness to be purchased as described in Article 3
hereof.           Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
will be           reset at zero.  




44 










        (e)              The
Company shall comply with the requirements of Rule 14e-1 under the Exchange           Act
and any other securities laws and regulations thereunder to the extent those
          laws and regulations are applicable in connection with each repurchase of Notes
          pursuant to an Asset Sale Offer. To the extent that the provisions of any
          securities laws or regulations conflict with the Asset Sale provisions of this
          Indenture, the Company shall comply with the applicable securities laws and
          regulations and will not be deemed to have breached the Company’s
          obligations under this Section 4.12 by virtue of such conflict.  




Section 4.13.     Dividend and Other
Payment Restrictions Affecting Restricted Subsidiaries. 



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



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




        (b)              make
any loans or advances to the Company or any other Restricted Subsidiary of           the
Company; or  




        (c)              transfer
any of its properties or assets to the Company or any other Restricted
          Subsidiary of the Company.  




        However,
the preceding restrictions will not apply to encumbrances or restrictions existing under
or by reason of: 



	 	        (i)    
               agreements as in effect on the date hereof or subsequent agreements
relating to                the Company’s Indebtedness or Indebtedness of any
Subsidiary Guarantor and                any amendments, modifications, restatements,
renewals, increases, supplements,                refundings, replacements or refinancings
of those agreements; provided that the amendments, modifications, restatements,
renewals, increases,                supplements, refundings, replacement or refinancings
are not materially more                restrictive, taken as a whole, with respect to
such dividend and other payment                restrictions than those contained in those
agreements on the date hereof;  







	 	        (ii)    
               this Indenture, the Notes and the Subsidiary Guarantees;  







	 	        (iii)    
               applicable law;  







	 	        (iv)    
               any instrument governing Indebtedness or Capital Stock of a Person
acquired by                the Company or any of its Restricted Subsidiaries as in effect
at the time of                such acquisition (except to the extent such Indebtedness or
Capital Stock was                incurred in connection with or in contemplation of such
acquisition), which                encumbrance or restriction is not applicable to any
Person, or the properties or                assets of any Person, other than the Person,
or the property or assets of the                Person, so acquired; provided that,
in the case of Indebtedness, such                Indebtedness was permitted by the terms
of this Indenture to be incurred;  







	 	        (v)    
               customary non-assignment provisions in leases entered into in the ordinary
               course of business and consistent with past practices;  







	 	        (vi)    
               purchase money obligations for property acquired in the ordinary course of
               business that impose restrictions on that property of the nature described
in                clause (c) of this Section 4.13;  







	 	        (vii)    
               any agreement for the sale or other disposition of a Restricted Subsidiary
that                restricts distributions by that Restricted Subsidiary pending its
sale or other                disposition;  







	 	        (viii)    
               Permitted Refinancing Indebtedness; provided that the restrictions
               contained in the agreements governing such Permitted Refinancing
Indebtedness                are not materially more restrictive, taken as a whole, than
those contained in                the agreements governing the Indebtedness being
refinanced;  









45 










	 	        (ix)    
               Liens securing Indebtedness otherwise permitted to be incurred under
Section                4.11 that limit the right of the debtor to dispose of the assets
subject to such                Liens; and  







	 	        (x)    
               provisions with respect to the disposition or distribution of assets or
property                in joint venture agreements, asset sale agreements, stock sale
agreements and                other similar agreements entered into in the ordinary
course of business.  







Section 4.14.     Transactions with
Affiliates. 



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



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




        (b)    
               the Company delivers to the Trustee:  




	 	        (i)    
               with respect to any Affiliate Transaction or series of related Affiliate
               Transactions involving aggregate consideration in excess of $2.5 million,
a                resolution of the Board of Directors set forth in an Officers’ Certificate
               certifying that such Affiliate Transaction complies with this covenant and
that                such Affiliate Transaction has been approved by a majority of the
disinterested                members of the Board of Directors; and  







	 	        (ii)    
               with respect to any Affiliate Transaction or series of related Affiliate
               Transactions involving aggregate consideration in excess of $10.0 million,
an                opinion as to the fairness to the Holders of such Affiliate Transaction
from a                financial point of view issued by an accounting, appraisal or
investment banking                firm of national standing.  







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



        (a)              any
employment agreement, employee benefit plan, related trust agreement or any
          other similar arrangement entered into by the Company or any of its Restricted
          Subsidiaries in the ordinary course of business;  




        (b)    
transactions between or           among the Company and/or its Restricted Subsidiaries;  





        (c)              transactions
with a Person that is an Affiliate of the Company solely because           the Company
owns an Equity Interest in such Person;  




        (d)              payment
of reasonable directors fees to Persons who are not otherwise Affiliates           of the
Company and indemnification costs permitted by the Company’s
          organizational documents for the benefit of directors, officers and employees
in           the ordinary course of business;  




        (e)              sales
of Equity Interests (other than Disqualified Stock) to Affiliates of the
          Company;  




        (f)              Permitted
Investments or Restricted Payments that are permitted by Section 4.10;           and  




        (g)              any
agreement (including any certificate of designations relating to Capital           Stock)
as in effect as of the date of hereof or any amendment thereto or any
          transaction contemplated thereby (including pursuant to any amendment thereto)
          in any replacement agreement thereto so long as any such amendment or
          replacement agreement is not more disadvantageous to the Holders in any
material           respect than the original agreement as in effect on the date hereof.  





46 










Section 4.15.     Sale and Leaseback
Transactions. 



        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into
any sale and leaseback transaction; provided that the Company or any Subsidiary
Guarantor may enter into a sale and leaseback transaction if: 



        (a)              the
Company or that Subsidiary Guarantor could have (a) incurred Indebtedness in           an
amount equal to the Attributable Debt relating to such sale and leaseback
          transaction under the Fixed Charge Coverage Ratio test in the first paragraph
of           Section 4.09 and (b) incurred a Lien to secure such Indebtedness pursuant to
          Section 4.11;  




        (b)    
the gross cash proceeds of that sale and leaseback transaction           are at least
equal to the fair market value, as determined in good faith by the           Board of
Directors of the Company and set forth in an Officers’ Certificate
          delivered to the Trustee, of the property that is the subject of that sale and
          leaseback transaction; and  




        (c)              the
transfer of assets in that sale and leaseback transaction is permitted by,           and
the Company apply the proceeds of such transaction in compliance with           Section
4.12.  




Section 4.16.     Issuances
and Sales of Capital Stock of Restricted Subsidiaries  



        The
Company (a) shall not, and shall not permit any of its Restricted Subsidiaries to,
transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any of its
Restricted Subsidiaries to any Person (other than to the Company or another one of its
Restricted Subsidiaries), unless (i) such transfer, conveyance, sale, lease or other
disposition is of all the Capital Stock of such Restricted Subsidiary, and (ii) the Net
Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in
accordance with Section 4.12; provided that this clause (a) shall not apply to any
pledge of Capital Stock of any Restricted Subsidiary of the Company securing Indebtedness
under Credit Facilities, including the Credit Agreement, or any exercise of remedies in
connection therewith, and (b) will not permit any of its Restricted Subsidiaries to issue
any of its Equity Interests (other than, if necessary, shares of its Capital Stock
constituting directors’ qualifying shares) to any Person other than the Company or
another of its Restricted Subsidiaries. 



Section 4.17.     Designation of
Restricted and Unrestricted Subsidiaries. 



        The
Board of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of
all outstanding Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated will be deemed to be an Investment made as of the time of
the designation and will reduce the amount available for Restricted Payments under the
first paragraph of Section 4.10 or Permitted Investments, as determined by the Company.
That designation will only be permitted if the Investment would be permitted at that time
and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. 



Section 4.18.     Repurchase at the
Option of Holders Upon a Change of Control. 



        (a)              Upon
the occurrence of a Change of Control, each Holder shall have the right to
          require the Company to repurchase all or any part (equal to $1,000 or an
          integral multiple of $1,000) of such Holder’s Notes pursuant to the offer
          described below (the “Change of Control Offer”) at a purchase price
          (the “Change of Control Payment”) equal to 101% of the principal
          amount thereof, plus accrued and unpaid interest and Additional Interest, if
          any, to the purchase date (subject to the right of Holders on the relevant
          record date to receive interest due on the relevant Interest Payment Date).  




        Subject
to clause (c) below, within 10 days following any Change of Control, the Company shall
mail a notice to the Trustee and each Holder: 




47 









	 	        (i)    
               send, by first-class mail, with a copy to the Trustee, to each Holder, at
such                Holder’s address appearing in the securities register maintained
in respect                of the Notes by the Registrar (the “Security Register”):  







	 	        (A)    
               that a Change of Control has occurred and a Change of Control Offer is
being                made pursuant to Section 4.18 and that all Notes timely tendered
will be                accepted for payment;  







	 	        (B)    
               the Change of Control Payment and the purchase date, which shall be,
subject to                any contrary requirements of applicable law, a business day no
earlier than 30                days nor later than 60 days from the date such notice is
mailed;  







	 	        (C)    
               the circumstances and relevant facts regarding the Change of Control
(including                information with respect to pro forma historical income, cash
flow and                capitalization after giving effect to the Change of Control); and  







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







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



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




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







	 	        (ii)    
               deposit with the Paying Agent an amount equal to the Change of Control
Payment                in respect of all Notes or portions of Notes properly tendered;
and  







	 	        (iii)    
               deliver or cause to be delivered to the Trustee the Notes properly
accepted                together with an Officers’ Certificate stating the aggregate
principal                amount of Notes or portions of Notes being purchased by the
Company.  







        The
Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or
cause to be transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each new
Note will be in a principal amount of $1,000 or an integral multiple of $1,000. 



        (c)              Prior
to complying with any of the provisions of this Section 4.18, but in any           event
within 90 days following a Change of Control, the Company shall either           repay
all outstanding Senior Debt or obtain the requisite consents, if any,           under all
agreements governing outstanding Senior Debt to permit the repurchase           of Notes
required by this covenant. The Company shall publicly announce the           results of
the Change of Control Offer on or as soon as practicable after the           Change of
Control Payment Date.  




        (d)              The
provisions described above that require the Company to make a Change of           Control
Offer following a Change of Control will be applicable whether or not           any other
provisions of this Indenture are applicable. Except as described above           with
respect to a Change of Control, this Indenture does not contain provisions           that
permit the Holders of the Notes to require that the Company repurchase or
          redeem the Notes in the event of a takeover, recapitalization or similar
          transaction.  




48 










        (e)              The
Company will not be required to make a Change of Control Offer upon a Change           of
Control if a third party makes the Change of Control Offer in the manner, at
          the times and otherwise in compliance with the requirements set forth in this
          Indenture applicable to a Change of Control Offer made by the Company and
          purchases all Notes properly tendered and not withdrawn under the Change of
          Control Offer.  




Section 4.19.     Additional Subsidiary
Guarantees  



        If
the Company or any of its Restricted Subsidiaries acquires or creates another Domestic
Subsidiary after the date hereof, then that newly acquired or created Domestic Subsidiary
will execute and deliver to the Trustee a supplemental indenture providing for a
Subsidiary Guarantee and deliver an Opinion of Counsel satisfactory to the Trustee within
10 Business Days of the date on which it was acquired or created; provided,
however, that the foregoing shall not apply to Subsidiaries that have properly been
designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as
they continue to constitute Unrestricted Subsidiaries. 



Section 4.20.    [Reserved]  



Section 4.21.     Business
Activities. 



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



ARTICLE 5.  



SUCCESSORS 



Section 5.01.     Merger,
Consolidation or Sale of Assets. 



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



        (a)              either:
(x) the Company is the surviving corporation; or (y) the Person formed           by or
surviving any such consolidation or merger (if other than the Company) or           to
which such sale, assignment, transfer, conveyance or other disposition has           been
made is a corporation organized or existing under the laws of the United
          States, any state of the United States or the District of Columbia;  




        (b)              the
Person formed by or surviving any such consolidation or merger (if other           than
the Company) or the Person to which such sale, assignment, transfer,           conveyance
or other disposition has been made assumes all of the Company’s
          obligations under the Notes and this Indenture pursuant to agreements
reasonably           satisfactory to the Trustee;  




        (c)              immediately
after such transaction no Default or Event of Default exists; and  




        (d)              the
Company or the Person formed by or surviving any such consolidation or           merger
(if other than the Company), or to which such sale, assignment, transfer,
          conveyance or other disposition has been made will, on the date of such
          transaction after giving pro forma effect thereto and any related financing
          transactions as if the same had occurred at the beginning of the applicable
          four-quarter period, (i) be permitted to incur at least $1.00 of additional
          Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
          Section 4.09 or (ii) the Company’s Fixed Charge Coverage Ratio, or that of
          the Person formed by or surviving any such consolidation or merger (if other
          than the Company), shall not be less than the Company’s Fixed Charge
          Coverage Ratio immediately prior to such transaction or series of transactions.  




49 











        In
addition, the Company may not, directly or indirectly, lease all or substantially all of
the Company’s properties or assets, in one or more related transactions, to any other
Person. 



Section 5.02.     Successor
Corporation Substituted. 



        The
Person formed by or surviving any consolidation or merger (if other than the Company)
shall succeed to, and be substituted for, and may exercise every right and power of the
Company under this Indenture, but, in the case of a lease of all or substantially all the
Company’s assets, the Company shall not be released from the obligation to pay the
principal of and interest on the Notes. 



ARTICLE 6.  



DEFAULTS AND REMEDIES 



Section 6.01.     Events of Default. 



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



	 	        (i)    
               default for 30 days in the payment when due of interest on, or Additional
               Interest with respect to, the Notes;  







	 	        (ii)    
               default in payment when due of the principal of or premium, if any, on the
               Notes;  







	 	        (iii)    
               failure by the Company or any of its Restricted Subsidiaries to comply
with                Section 4.09, Section 4.10 or Article 5;  







	 	        (iv)    
               failure by the Company or any of its Restricted Subsidiaries for 30 days
after                notice to comply with Sections 4.12 or 4.18;  







	 	        (v)    
               failure by the Company or any of its Restricted Subsidiaries for 60 days
after                notice to comply with any other covenant or agreement in this
Indenture or the                Notes;  







	 	        (vi)    
               default under any mortgage, indenture or instrument under which there may
be                issued or by which there may be secured or evidenced any Indebtedness
for money                borrowed by the Company or any of its Restricted Subsidiaries
(or the payment of                which is guaranteed by the Company or any of its
Restricted Subsidiaries)                whether such Indebtedness or guarantee now
exists, or is created after the date                hereof, if that default:  







	 	        (A)    
               is caused by a failure to pay any scheduled installment of principal on
such                Indebtedness prior to the expiration of the grace period provided in
such                Indebtedness on the date of such default (a “Payment
               Default”); or  







	 	        (B)    
               results in the acceleration of such Indebtedness prior to its express
maturity,  







        and,
in each case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $10.0 million or more; 



	 	        (vii)    
               failure by the Company or any of its Restricted Subsidiaries to pay final
               judgments (to the extent not covered by insurance) aggregating in excess
of                $10.0 million, which judgments are not paid, discharged or stayed for a
period                of 60 consecutive days;  








50 









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







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







	 	        (A)    
               commences a voluntary case,  







	 	        (B)    
               consents to the entry of an order for relief against it in an involuntary
case,  







	 	        (C)    
               consents to the appointment of a custodian of it or for all or
substantially all                of its property,  







	 	        (D)    
               makes a general assignment for the benefit of its creditors, or  







	 	        (E)    
               generally is not paying its debts as they become due; and  







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







	 	        (A)    
               is for relief against the Company or any of its Significant Subsidiaries
in an                involuntary case; or  







	 	        (B)    
               appoints a Custodian of the Company or any of its Significant Subsidiaries
or                for all or substantially all of the property of the Company or any of
its                Significant Subsidiaries; or  







	 	        (C)    
               orders the liquidation of the Company or any of its Significant
Subsidiaries;  







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



Section 6.02.     Acceleration. 



        If
an Event of Default (other than an Event of Default specified in clauses (ix) or (x) of
Section 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant
Subsidiary or any group of Subsidiaries that, taken together would constitute a
Significant Subsidiary), shall have occurred and be continuing, the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Notes then outstanding may
declare to be immediately due and payable the principal amount of all the Notes then
outstanding, plus accrued but unpaid interest and Additional Interest, if any, to the date
of acceleration. In the case of an Event of Default specified in clauses (ix) or (x) of
Section 6.01 hereof, with respect to the Company, any Subsidiary that is a Significant
Subsidiary or any group of Subsidiaries that, taken together would constitute a
Significant Subsidiary shall occur, such amount with respect to all the Notes will become
due and payable immediately without any declaration or other act on the part of the
Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as
provided in this Indenture. Subject to the limitations described in this Article 6,
Holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium, if any, or interest or Additional
Interest, if any) if it determines that withholding notice is in their interest. 



        In
the case of an Event of Default occurring by reason of any willful action or inaction
taken or not taken by the Company or on the Company’s behalf with the intention of
avoiding payment of the premium that the Company would have been required to pay if the
Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an
equivalent premium will also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior
to June 1, 2010 by reason of any willful action or inaction taken or not taken by the
Company or on the Company’s behalf with the intention of avoiding the prohibition on
redemption of the Notes prior to June 1, 2010, then the premium specified in Section 3.07
will also become immediately due and payable to the extent permitted by law upon
acceleration of the Notes. 




51 









Section 6.03.     Other Remedies. 



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



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



Section 6.04.     Waiver of Past
Defaults. 



        Holders
of not less than a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or
Event of Default in the payment of the principal of, premium, if any, or interest or
Additional Interest on, the Notes; provided, however, that after any acceleration,
but before a judgment or decree based on acceleration is obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the Notes then outstanding may
rescind and annul such acceleration if all Events of Default, other than the nonpayment of
accelerated principal, premium or interest or Additional Interest, have been cured or
waived as provided in this Indenture. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon. 



Section 6.05.     Control by
Majority. 



        Subject
to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under this Indenture
at the request or direction of any of the Holders, unless such Holders shall have offered
to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in
aggregate principal amount of the Notes then outstanding will 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 with respect to the
Notes. 



Section 6.06.     Limitation on
Suits. 



        No
Holder will have any right to institute any proceeding with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any remedy thereunder, unless: 



        (a)              such
Holder has previously given to the Trustee written notice of a continuing           Event
of Default,  




        (b)              Holders
of at least 25% in aggregate principal amount of the Notes then           outstanding
have made written request and offered reasonable indemnity to the           Trustee to
institute such proceeding as trustee, and  




        (c)              the
Trustee shall not have received from the Holders of a majority in aggregate
          principal amount of the Notes then outstanding a direction inconsistent with
          such request and shall have failed to institute such proceeding within 60 days.  




52 










        The
preceding limitations do not apply to a suit instituted by a Holder for enforcement of
payment of the principal of, and premium, if any, or interest or Additional Interest on, a
Note on or after the respective due dates expressed in such Note. 



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



Section 6.07.     Rights of Holders
to Receive Payment. 



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



Section 6.08.     Collection Suit by
Trustee. 



        If
an Event of Default specified in clauses (i) or (ii) of Section 6.01 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, if
any, and interest and Additional Interest, if any, remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such further amount
as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel. 



Section 6.09.     Trustee May File
Proofs of Claim. 



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



Section 6.10.     Priorities. 



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



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



53 










        Second:
 to Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest and Additional Interest, if any, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for principal, premium, if
any, and interest and Additional Interest, if any,, 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 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 pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes. 



ARTICLE 7.  



TRUSTEE 



Section 7.01.     Duties of Trustee. 



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




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




	 	        (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,
the Trustee shall examine                the certificates and opinions to determine
whether or not they conform to the                requirements of this Indenture (but
need not confirm or investigate the accuracy                of mathematical calculations
or other facts stated therein or otherwise verify                the contents thereof).  







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




	 	        (1)    
               this paragraph does not limit the effect of paragraph (b) of this Section;  







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








54 









	 	        (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 6.05 hereof.  







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




        (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
except                as the Trustee may agree in writing with the Company.  Money
held in trust                by the Trustee need not be segregated from other funds
except to the extent                required by law.  




Section 7.02.     Rights of Trustee. 



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




        (b)              Before
the Trustee acts or refrains from acting, it may require an           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 and agents and shall not be           responsible
for the misconduct or negligence of any 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 reasonable
security or           indemnity against the costs, expenses and liabilities that might be
incurred by           it in compliance with such request or direction.  




        (g)              The
Trustee shall not be deemed to have notice of any Default or Event of           Default
unless a Responsible Officer of the Trustee has actual knowledge thereof           or
unless written notice of any event which is in fact such a Default or Event           of
Default is received by a Responsible Officer of the Trustee at the Corporate
          Trust Office of the Trustee, and such notice references the specific Default or
          Event of Default, the Notes and this Indenture.  




        (h)              Money
held by the Trustee in trust hereunder need not be segregated from other           funds
except to the extent required by law. The Trustee shall be under no           liability
for interest on any money received by it hereunder except as otherwise           agreed
in writing with the Company.  




        (i)              The
Trustee shall not be required to give any bond or surety in respect of the
          performance of its power and duties hereunder.  




55 










        (j)              The
Trustee shall have no duty to inquire as to the performance of the           Company’s
covenants herein.  




Section 7.03.     Individual Rights
of Trustee. 



        The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90 days, apply to
the 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 Section 7.10 and 7.11 hereof. 



Section 7.04.     Trustee’s
Disclaimer. 



        The
Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the
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 7.05.     Notice of Defaults. 



        If
a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders a notice of the Default or Event of Default within 90
days after it occurs unless such Default or Event of Default has since been cured. Except
in the case of a Default or Event of Default in payment of principal of, premium, if any,
or interest or Additional Interest, if any, 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. 



Section 7.06.     Reports by Trustee
to Holders. 



        Within
60 days after each May 15 beginning with May 15, 2007, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders a brief report dated as of such
reporting date that complies with TIA § 313(a) (but if no event described in TIA
§ 313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted).  The Trustee also 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 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 when the Notes are listed on any stock exchange. 



Section 7.07.     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 as agreed to in writing.  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 or any predecessor Trustee against any and all losses,
claims, damages, penalties, fines, liabilities or expenses, including incidental and
out-of-pocket expenses and reasonable attorneys fees (“losses”)
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 7.07) 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 losses may be attributable to its gross negligence or bad
faith. 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 Company need not reimburse any expense or indemnify against any loss
liability or expense incurred by the Trustee through the Trustee’s own willful
misconduct, gross negligence or bad faith. 




56 









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



        To
secure the Company’s payment obligations in this Section, 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, premium, if any, and interest and Additional
Interest, if any, 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
clauses (ix) or (x) of Section 6.01 hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law. 



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



Section 7.08.     Replacement of
Trustee. 



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



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



        (a)              the
Trustee fails to comply with Section 7.10 hereof;  




        (b)              the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is
          entered with respect to the Trustee under any Bankruptcy Law;  




        (c)              a
custodian or public officer takes charge of the Trustee or its property; or  




        (d)              the
Trustee becomes incapable of acting.  




        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the 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 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee. 



57 










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



        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.  Subject to the Lien provided for in Section
7.07 hereof, the retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee; provided, however, that all sums owing to the
Trustee hereunder shall have been paid. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof
shall continue for the benefit of the retiring Trustee. 



Section 7.09.     Successor Trustee by
Merger, etc.  



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



Section 7.10.     Eligibility;
Disqualification. 



        There
shall at all times be a Trustee hereunder that is a Person organized and doing business
under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has a combined capital and surplus of
at least $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). 



Section 7.11.     Preferential
Collection of Claims Against Company. 



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



ARTICLE 8.  



LEGAL DEFEASANCE AND
COVENANT DEFEASANCE 



Section 8.01.     Option to Effect
Legal Defeasance or Covenant Defeasance. 



        The
Company may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8. 



Section 8.02.     Legal Defeasance
and Discharge. 



        Upon
the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Notes 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 the entire
Debt represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its
other obligations under such Notes and this Indenture (and the Trustee, on demand of and
at the expense of the Company, shall execute proper instruments acknowledging the same),
except for the following provisions which 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 8.04 hereof, and as more fully set forth
in such Section, payments in respect of the principal of, premium, if any, and interest
and Additional Interest, if any, on such Notes when such payments are due, (b) the
Company’s obligations with respect to such Notes under Article 2 and Section 4.02
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 8. If the Company exercises under Section 8.01 hereof the option applicable to
this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, payment of the Notes may not be accelerated because of an Event of Default.
Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 




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Section 8.03.     Covenant
Defeasance. 



        Upon
the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from its obligations under the covenants contained in
Sections 4.05, 4.06 and 4.08 through 4.18 hereof, and the operation of Section 5.01(d)
hereof, with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder
(it being understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an Event of
Default under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. If the Company exercises under
Section 8.01 hereof the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may
not be accelerated because of an Event of Default specified in clauses (iii) and (iv)
(with respect to the covenants contained in Sections 4.05, 4.06 and 4.08 through 4.18
hereof), (v), (vi), (vii) and (viii) (but in the case of clauses (ix) and (x) of Section
6.01 hereof, with respect to Significant Subsidiaries only). 



Section 8.04.     Conditions to
Legal or Covenant Defeasance. 



        The
following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes. 



        The
Legal Defeasance or Covenant Defeasance may be exercised only if: 



        (a)              the
Company irrevocably deposits with the Trustee, in trust, for the benefit of           the
Holders of the Notes, cash in U.S. dollars, non-callable Government           Securities,
or a combination of cash in U.S. dollars and non-callable Government
          Securities, in amounts as will be sufficient, in the opinion of a nationally
          recognized firm of independent public accountants, to pay the principal of, or
          interest and premium and Additional Interest, if any, on the outstanding Notes
          on the Stated Maturity or on the applicable redemption date, as the case may
be,           and the Company must specify whether the Notes are being defeased to
maturity or           to a particular redemption date;  




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




        (c)              in
the case of Covenant Defeasance, the Company delivers to the Trustee an           Opinion
of Counsel reasonably acceptable to the Trustee confirming that the           Holders of
the outstanding Notes will not recognize income, gain or loss for           federal
income tax purposes as a result of such Covenant Defeasance and will be           subject
to federal income tax on the same amounts, in the same manner and at the           same
times as would have been the case if such Covenant Defeasance had not           occurred;  




59 










        (d)              no
Default or Event of Default has occurred and is continuing on the date of           such
deposit (other than a Default or Event of Default resulting from the           borrowing
of funds to be applied to such deposit);  




        (e)              such
Legal Defeasance or Covenant Defeasance will not result in a breach or
          violation of, or constitute a default under any material agreement or
instrument           (including, without limitation, the Credit Agreement, but excluding
the           indenture) to which the Company or any of its Subsidiaries is a party or by
          which the Company or any of its Subsidiaries may is bound;  




        (f)              the
Company delivers to the Trustee an Officers’ Certificate stating that           the
deposit was not made by the Company with the intent of preferring the           Holders
of Notes over the Company’s other creditors with the intent of           defeating,
hindering, delaying or defrauding the Company’s creditors or           others; and  




        (g)              the
Company delivers to the Trustee an Officers’ Certificate and an Opinion           of
Counsel, each stating that all conditions precedent relating to the Legal
          Defeasance or the Covenant Defeasance have been complied with.  




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



        Subject
to Section 8.06 hereof, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become
due thereon in respect of principal, premium, if any, and interest and Additional
Interest, 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 cash or U.S. Government Obligations deposited pursuant to
Section 8.04 hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 



        Anything
in this Article 8 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 8.04 hereof which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the certification
delivered under Section 8.04(b) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance. 



Section 8.06.     Repayment to
Company. 



        Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest or Additional
Interest on any Note and remaining unclaimed for two years after such principal, and
premium, if any, or interest or Additional Interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be discharged
from such trust; and the Holder shall thereafter, as an unsecured 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. 



60 










Section 8.07.     Reinstatement. 



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



ARTICLE 9.  



AMENDMENT, SUPPLEMENT
AND WAIVER 



Section 9.01.     Without Consent of
Holders of Notes. 



        Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder to: 



        (a)              cure
any ambiguity, defect or inconsistency;  




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




        (c)              provide
for the assumption by a successor corporation of the obligations of the           Company
under this Indenture in the case of a merger or consolidation or sale of           all or
substantially all of the Company’s assets;  




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




        (e)              make
any change to comply with any requirement of the SEC in order to effect or
          maintain the qualification of this Indenture under the TIA;  




        (f)              add
covenants for the benefit of the Holders or to surrender any right or power
          conferred upon the Company or any Subsidiary Guarantors; or  




        (g)              add
a Subsidiary Guarantor under this Indenture.  




        Upon
the request of the Company accompanied by a Board Resolution of the Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join
with the 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 affects its own rights, duties or
immunities under this Indenture or otherwise. 



Section 9.02.     With Consent of
Holders of Notes. 



        Except
as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes, including Additional
Notes, if any, then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium, if any, or
interest or Additional 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 principal
amount of the then outstanding Notes, including Additional Notes, if any, voting as a
single class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). 



61 










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



        The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a
record date is fixed, the Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to consent to such supplemental indenture,
whether or not such Holders remain Holders after such record date; provided, that
unless such consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date, any such
consent previously given shall automatically and without further action by any Holder be
cancelled and of no further effect. 



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



        After
an amendment, supplement or waiver under this Section becomes effective, the Company shall
mail to the Holders to such Holder’s address appearing in the Security Register 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. Subject to
Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of
the Notes, including Additional Notes, if any, then outstanding voting as a single class
may waive compliance in a particular instance by the Company with any provision of this
Indenture or the Notes.  



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



        (a)              reduce
the principal amount of Notes whose Holders must consent to an amendment,
          supplement or waiver;  




        (b)              reduce
the principal of or change the fixed maturity of any Note or alter the
          provisions with respect to the redemption of the Notes;  




        (c)              reduce
the rate of or change the time for payment of interest on any Note;  




        (d)              waive
a Default or Event of Default in the payment of principal of, or interest           or
premium, or Additional Interest, if any, on the Notes (except a rescission of
          acceleration of the Notes by the Holders of at least a majority in aggregate
          principal amount of the Notes and a waiver of the payment default that resulted
          from such acceleration);  




        (e)              make
any Note payable in money other than that stated in the Notes;  




62 










        (f)              make
any change in the provisions of this Indenture relating to waivers of past
          Defaults or the rights of Holders of Notes to receive payments of principal of,
          or interest or premium or Additional Interest, if any, on the Notes;  




        (g)              waive
a redemption payment with respect to any Note; or  




        (h)              make
any change in the preceding amendment and waiver provisions.  




        Without
the consent of at least two-thirds in aggregate principal amount of the Notes then
outstanding, am amendment or waiver may not: 



        (a)    
               make any change in the provisions of Sections 4.12 or 4.18; or  




        (b)    
               release any Subsidiary Guarantor from any of its obligations under its
               Subsidiary Guarantee or this Indenture, except in accordance with the
terms                hereof.  




Section 9.03.     Compliance with
Trust Indenture Act. 



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



Section 9.04.     Revocation and
Effect of Consents. 



        Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion thereof that evidences the same debt as the consenting Holder’s Note, even if
notation of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion thereof if the Trustee receives
written notice of revocation before the Trustee receives an Officers’ Certificate
certifying that the Holders of the requisite principal amount of Notes have consented (and
theretofore not revoked such consent) to the amendment, supplement or waiver. 



Section 9.05.     Notation on or
Exchange of Notes. 



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



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



Section 9.06.     Trustee to Sign
Amendments, etc.  



        The
Trustee shall sign any amended or supplemental Indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee.  The Company may not sign an amendment or
supplemental Indenture until the Board of Directors approves it. In executing any amended
or supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01 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 and that such amended
or supplemental indenture is the legal, valid and binding obligations of the Company
enforceable against it in accordance with its terms, subject to customary exceptions and
that such amended or supplemental indenture complies with the provisions hereof (including
Section 9.03). 



ARTICLE 10.  



SUBSIDIARY GUARANTEES 




63 










Section 10.01.     Guarantee. 



        Subject
to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that: (a) the principal of premium, if any, and interest on the
Notes shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Company to the Holders or the
Trustee hereunder or thereunder shall be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same shall be
promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof or
otherwise. Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection. 



        Each
Subsidiary Guarantor hereby agrees that its obligations with regard to this Subsidiary
Guarantee shall be joint and several, unconditional, irrespective of the validity or
enforceability of the Notes or the obligations of the Company under this Indenture, the
absence of any action to enforce the same, the recovery of any judgment against the
Company or any other obligor with respect to this Indenture, the Notes or the Obligations
of the Company under this Indenture or the Notes, any action to enforce the same or any
other circumstances (other than complete performance) which might otherwise constitute a
legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary
Guarantor further, to the extent permitted by law, waives and relinquishes all claims,
rights and remedies accorded by applicable law to guarantors and agrees not to assert or
take advantage of any such claims, rights or remedies, including but not limited to: (a)
any right to require any of the Trustee, the Holders or the Company (each a
“Benefited Party”), as a condition of payment or
performance by such Subsidiary Guarantor, to (1) proceed against the Company, any other
guarantor (including any other Subsidiary Guarantor) of the Obligations under the
Subsidiary Guarantees or any other Person, (2) proceed against or exhaust any security
held from the Company, any such other guarantor or any other Person, (3) proceed against
or have resort to any balance of any deposit account or credit on the books of any
Benefited Party in favor of the Company or any other Person, or (4) pursue any other
remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason
of the incapacity, lack of authority or any disability or other defense of the Company
including any defense based on or arising out of the lack of validity or the
unenforceability of the Obligations under the Subsidiary Guarantees or any agreement or
instrument relating thereto or by reason of the cessation of the liability of the Company
from any cause other than payment in full of the Obligations under the Subsidiary
Guarantees; (c) 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; (d) any defense based upon any Benefited
Party’s errors or omissions in the administration of the Obligations under the
Subsidiary Guarantees, except behavior which amounts to bad faith; (e)(1) any principles
or provisions of law, statutory or otherwise, which are or might be in conflict with the
terms of the Subsidiary Guarantees and any legal or equitable discharge of such Subsidiary
Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations
affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof,
(3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence
and any requirement that any Benefited Party protect, secure, perfect or insure any
security interest or lien or any property subject thereto; (f) notices, demands,
presentations, protests, notices of protest, notices of dishonor and notices of any action
or inaction, including acceptance of the Subsidiary Guarantees, notices of default under
the Notes or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Obligations under the Subsidiary Guarantees or any
agreement related thereto, and notices of any extension of credit to the Company and any
right to consent to any thereof; (g) to the extent permitted under applicable law, the
benefits of any “One Action” rule and (h) any defenses or benefits that may be
derived from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of the Subsidiary Guarantees. Each
Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee shall not be
discharged except by complete performance of the obligations contained in its Subsidiary
Guarantee and this Indenture. 




64 









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



        Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that,
as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Section 6.02 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby and (y) in the event of any declaration of
acceleration of such obligations as provided in Section 6.02 hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Subsidiary
Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall
have the right to seek contribution from any non-paying Subsidiary Guarantor so long as
the exercise of such right does not impair the rights of the Holders under the Subsidiary
Guarantee. 



Section 10.02.     Limitation on
Subsidiary Guarantor Liability. 



        Each
Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law to the extent applicable to any Subsidiary Guarantee. To
effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of such Subsidiary Guarantor under this
Article 10 shall be limited to the maximum amount as shall, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor
that are relevant under such laws, including, if applicable, its guarantee of all
obligations under the Credit Agreement, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor
under this Article 10, result in the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 



Section 10.03.     Execution and
Delivery of Subsidiary Guarantee. 



        To
evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary
Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the
form included in Exhibit E shall be endorsed by an Officer of such Subsidiary Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Subsidiary Guarantor by its President or one of its Vice
Presidents. 



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



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



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




65 









Section 10.04.     Subsidiary
Guarantors May Consolidate, etc., on Certain Terms. 



        Except
as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate
with or merge with or into (whether or not such Subsidiary Guarantor is the surviving
Person) another Person whether or not affiliated with such Subsidiary Guarantor unless: 



        (a)              subject
to Section 10.05 hereof, the Person formed by or surviving any such
          consolidation or merger (if other than a Subsidiary Guarantor or the Company)
          unconditionally assumes all the obligations of such Subsidiary Guarantor,
          pursuant to a supplemental indenture in form and substance reasonably
          satisfactory to the Trustee, under the Notes, this Indenture, and the
Subsidiary           Guarantee on the terms set forth herein or therein; and  




        (b)              the
Subsidiary Guarantor complies with the requirements of Article 5 hereof.  




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



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



Section 10.05.     Releases Following
Sale of Assets. 



        In
the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor,
by way of merger, consolidation or otherwise, or a sale or other disposition of all to the
capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either
before or after giving effect to such transactions) a Restricted Subsidiary of the
Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary
Guarantor) or the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall
be released and relieved of any obligations under its Subsidiary Guarantee;
provided that the net proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without limitation
Section 4.12 hereof. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other disposition
was made by the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably
required in order to evidence the release of any Subsidiary Guarantor from its obligations
under its Subsidiary Guarantee. 



        Any
Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee
shall remain liable for the full amount of principal of and interest on the Notes and for
the other obligations of any Subsidiary Guarantor under this Indenture as provided in this
Article 10. 



ARTICLE 11.  



SATISFACTION AND
DISCHARGE 




66 










Section 11.01.     Satisfaction and
Discharge. 



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



        (a)    
                    either:  




	 	        (i)    
                    all Notes that have been authenticated (except lost, stolen or
destroyed Notes                     that have been replaced or paid and Notes for whose
payment money has                     theretofore been deposited in trust and thereafter
repaid to the Company) have                     been delivered to the Trustee for
cancellation; or  







	 	        (ii)    
                    all Notes that have not been delivered to the Trustee for
cancellation have                     become due and payable by reason of the making of a
notice of redemption or                     otherwise or will become due and payable
within one year and the Company has                     irrevocably deposited or caused
to be deposited with the Trustee as trust funds                     in trust solely for
the benefit of the Holders, money or U.S. Government                     Obligations, or
a combination thereof, in such amounts as will be sufficient                     without
consideration of any reinvestment of interest, to pay and discharge the
                    entire indebtedness on the Notes not delivered to the Trustee for
cancellation                     for principal, premium, if any, and accrued interest and
Additional Interest, if                     any, to the date of maturity or redemption;  







        (b)    
                    no Default or Event of Default shall have occurred and be continuing
on the date                     of such deposit or shall occur as a result of such
deposit and such deposit will                     not result in a breach or violation of,
or constitute a default under, any other                     instrument to which the
Company is a party or by which the Company is bound;  




        (c)    
                    the Company has paid or caused to be paid all sums payable by it
under this                     Indenture; and  




        (d)    
                    the Company has delivered irrevocable instructions to the Trustee
under this                     Indenture to apply the deposited money and/or non-callable
Government Securities                     toward the payment of the Notes at maturity or
the redemption date, as the case                     may be.  




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



Section 11.02.     Deposited Money
and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 



        Subject
to Section 11.03 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 11.02, the “Trustee”) pursuant to Section 11.01 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 Additional Interest, if
any,, but such money need not be segregated from other funds except to the extent required
by law. 



Section 11.03.     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, or interest or Additional
Interest on any Note and remaining unclaimed for two years after such principal, and
premium, if any, or interest has become due and payable shall be paid to the Company on
its request or (if then held by the Company) shall be discharged from such trust; and the
Holder shall thereafter 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 will be
repaid to the Company. 




67 









ARTICLE 12.  



MISCELLANEOUS 



Section 12.01.     Trust Indenture
Act Controls. 



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



Section 12.02.     Notices. 



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




	 	
If
to the Company: 






	 	
Hanger
Orthopedic Group, Inc.                   
Two Bethesda Metro Center, Suite 1200
                  
Bethesda, MD  20814                   
Attention:  Chief Financial
Officer                   
Telecopier No.: (301) 986-0702 






	 	
With
a copy to:                   
Foley & Lardner LLP                   
3000 K Street, N.W.
                  
Suite 500                   
Washington, DC 20007
                  
Attention:  Jay W. Freedman, Esq.                   
Telecopier No.:
(202) 672-5399 






	 	
If
to the Trustee: 






	 	
Wilmington
Trust Company                   
1100 North Market Street                   
Wilmington,
Delaware 19890                   
Telecopier No.:  (302) 651-8882
                 
 Attention:  Corporate Trust Group 






	 	
With
a copy to: 






	 	
Winston
& Strawn LLP                   
200 Park Avenue                   
New York, New York 10166
                  
Telecopier No. (212) 294-4700                   
Attention: Jeffrey H.
Elkin 









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



68 










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



        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 Security Register.  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. 



Section 12.03.     Communication by
Holders of Notes with Other Holders of Notes. 



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



Section 12.04.     Certificate and
Opinion as to Conditions Precedent. 



        Upon
any request or application by the Company to the Trustee to take any action under any
provision of 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 12.05           hereof)
stating that, in the opinion of the signers, all conditions precedent           and
covenants, if any, provided for in this Indenture relating to the proposed
          action have been complied with; and  




        (b)              an
Opinion of Counsel in form and substance reasonably satisfactory to the           Trustee
(which shall include the statements set forth in Section 12.05 hereof)           stating
that, in the opinion of such counsel, all such conditions precedent and
          covenants have been complied with.  




Section 12.05.     Statements
Required in Certificate or Opinion. 



        Each
certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to 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 such Person to express
an           informed opinion as to whether or not such covenant or condition has been
          complied with; and  





69 









        (d)              a
statement as to whether or not, in the opinion of such Person, such condition
          or covenant has been complied with.  




Section 12.06.     Rules by Trustee
and Agents. 



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



Section 12.07.     No Personal
Liability of Directors, Officers, Employees and Stockholders. 



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



Section 12.08.     Governing Law. 



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



Section 12.09.     No Adverse
Interpretation of Other Agreements. 



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



Section 12.10.     Successors. 



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



Section 12.11.     Severability. 



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



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, Cross-Reference Table and Headings in 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]  








70 









SIGNATURES 



Dated as of May 26,
2006 



		ISSUER:
	
 	HANGER ORTHOPEDIC GROUP, INC.
	

 	By:  /s/ George McHenry
		        Name: George McHenry
		        Title: Executive Vice President and Chief
		                   Financial Officer
	


 	GUARANTORS:
	
 	ABI ORTHOTIC/PROSTHETIC LABORATORIES, LTD.
		ADVANCED BIO-MECHANICS, INC.
		THE BRACE SHOP PROSTHETIC ORTHOTIC CENTERS, INC.
		CERTIFIED ORTHOTICS & PROSTHETIC ASSOCIATES, INC.
		CONNER BRACE CO., INC.
		DOBI-SYMPLEX, INC.
		DOSTEON SOLUTIONS, LLC
		ELITE CARE, INC.
		EUGENE TEUFEL & SON ORTHOTICS & PROSTHETICS, INC.
		FORTITUDE MEDICAL SPECIALISTS, INC.
		GREATER CHESAPEAKE ORTHOTICS & PROSTHETICS, INC.
		HANGER PROSTHETICS & ORTHOTICS, INC.
		HANGER PROSTHETICS & ORTHOTICS EAST, INC.
		HANGER PROSTHETICS & ORTHOTICS WEST, INC.
		HANGER SERVICES CORPORATION
		HPO, INC.
		INNOVATIVE NEUROTRONICS, INC.
		LAURENCE’S ORTHOTICS & PROSTHETICS, INC.
		LINKIA, LLC
		NWPO ASSOCIATES, INC.
		OPNET, INC.
		REHAB DESIGNS OF AMERICA CORPORATION
		REHAB DESIGNS OF COLORADO, INC.
		REHAB DESIGNS OF WISCONSIN, INC.
		SHASTA ORTHOTIC PROSTHETIC SERVICE, INC.
		SOUTHERN PROSTHETIC SUPPLY, INC.
	

 	By:  /s/ George E. McHenry
		        Name: George E. McHenry
		        Title: Treasurer













71 















	 	
TRUSTEE:







	 	
WILMINGTON
TRUST COMPANY, AS TRUSTEE









	 	
By:  ______________________
                                                          
        Name:
                                                          
        Title:


























72 















EXHIBIT A 





(Face of Note) 



[_]% Senior Notes due
2014 



		CUSIP _____________ 
	No. ___	$_____________ 






HANGER ORTHOPEDIC
GROUP, INC. 



promises to pay to CEDE & CO., INC.
or registered assigns, the principal sum of _________________ Dollars ($______________)              on
June 1, 2014.  



Interest Payment Dates: June 1 and
December 1, commencing December 1, 2006. 



Record Dates:  May
15 and November 15. 



Dated:______________ 














A-1 









        IN
WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by
its duly authorized officers. 




	 	
HANGER
ORTHOPEDIC GROUP, INC.






	 	
By:___________________________
                                                        
        Name:
                                                        
        Title:








	 	
By:___________________________
                                                        
        Name:
                                                        
        Title:









This is one of the Global 
Notes
referred to in the 
within-mentioned Indenture: 



WILMINGTON TRUST COMPANY,

as Trustee  



	By:  	_______________________________
Authorized
Signatory






Dated _____________ 














A-2 









(Back of Note) 



10 1/4% [Series A]
[Series B] Senior Notes due 2014 



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



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



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



        1.       Interest.  Hanger
Orthopedic Group, Inc., a           Delaware corporation (the “Issuer”),
promises to           pay interest on the principal amount of this Note at 10 1/4% per
annum until           maturity and shall pay Additional Interest, if any, as provided in
Section 5(b)           of the Registration Rights Agreement.  The Issuer shall pay
interest           semi-annually on June 1 and December 1 of each year, or if any such
day is not a           Business Day, on the next succeeding Business Day (each an “Interest
          Payment Date”). Interest on the Notes shall accrue from the
          most recent date to which interest has been paid or, if no interest has been
          paid, from the date of issuance; provided, however, that if there is no
          existing Default in the payment of interest, and if this Note is authenticated
          between a record date referred to on the face hereof and the next succeeding
          Interest Payment Date, interest shall accrue from such next succeeding Interest
          Payment Date; provided, further, that the first Interest Payment
          Date shall be the first of June 1 and December 1 to occur after the date of
          issuance, unless such June 1 or December 1 occurs within one calendar month of
          such date of issuance, in which case the first Interest Payment Date shall be
          the second of June 1 and December 1 to occur after the date of issuance. The
          Issuer shall pay interest (including post-petition interest in any proceeding
          under any Bankruptcy Law) on overdue principal and premium, if any, from time
to           time on demand at a rate that is 1% per annum in excess of the rate then in
          effect; it shall pay interest (including post-petition interest in any
          proceeding under any Bankruptcy Law) on overdue installments of interest
          (without regard to any applicable grace periods) from time to time on demand at
          the same rate to the extent lawful.  Interest shall be computed on the
          basis of a 360-day year of twelve 30-day months.  




        2.       Method
of Payment.  The Issuer shall pay interest on           the Notes
(except defaulted interest) to the Persons who are Holders at the           close of
business on the May 15 or November 15 next preceding the Interest           Payment 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, premium, if any, and interest and Additional Interest, if any,           at
the office or agency of the Issuer maintained for such purpose, or, at the
          option of the Issuer, payment of interest may be made by check mailed to the
          Holders at their addresses set forth in the Security Register; provided,
however, that payment by wire transfer of immediately available funds
          shall be required with respect to principal of and interest and Additional
          Interest, if any,, and premium, if any, on, all Global Notes and all other
Notes           the Holders of which shall have provided wire transfer instructions to
the           Issuer or the Paying Agent. Such payment shall be in such coin or currency
of           the United States of America as at the time of payment is legal tender for
          payment of public and private debts.  




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




        4.       Indenture.
The Issuer issued the Notes under an Indenture           dated as of May 26, 2006 (“Indenture”)
among the Issuer, the           guarantors party thereto (the “Guarantors”)
and           the Trustee.  The terms of the Notes include those stated in the
Indenture           and those made part of the Indenture by reference to the Trust
Indenture Act of           1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The
          Notes are subject to all such terms, and Holders are referred to the Indenture
          and such Act for a statement of such terms.  To the extent any provision
of           this Note conflicts with the express provisions of the Indenture, the
provisions           of the Indenture shall govern and be controlling. The Notes are
obligations of           the Issuer unlimited in aggregate principal amount.  





A-3 









        5.       Optional
Redemption.  




            (a)                 Except
as set forth in clause (b) of this Paragraph 5, the Notes will not be
          redeemable at the option of the Issuer prior to June 1, 2010. Starting on that
          date, the Issuer may redeem all or any portion of the Notes, at once or over
          time, after giving the required notice under the Indenture. The Notes may be
          redeemed at the redemption prices (expressed as percentages of principal
amount)           set forth below, plus accrued and unpaid interest and Additional
Interest, if           any, to the redemption date (subject to the right of Holders on
the relevant           record date to receive interest due on the relevant interest
payment date), if           redeemed during the twelve-month period commencing on June 1
of the years           indicated below:  




	Year	Percentage
	2010	105.125%
	2011	102.563%
	2012 and thereafter	100.000%






            (b)                 At
any time and from time to time, prior to June 1, 2009, the Issuer may redeem           up
to 35% of the aggregate principal amount of the Notes issued under the
          Indenture at a redemption price equal to 110.250% of the principal amount
          thereof, plus accrued and unpaid interest and Additional Interest, if any, to
          the redemption date (subject to the right of Holders on the relevant record
date           to receive interest due on the relevant Interest Payment Date) with the
net cash           proceeds of any Qualified Equity Offering of the Issuer’s common
stock; provided, however, that after giving effect to any such redemption, at
          least 65% of the aggregate principal amount of the Notes issued on the Issue
          Date remains outstanding. Any such redemption shall be made within 90 days of
          the closing of such Qualified Equity Offering upon not less than 30 nor more
          than 60 days’ prior notice.  




            (c)                 Any
prepayment pursuant to this paragraph shall be made pursuant to the           provisions
of Sections 3.01 through 3.06 of the Indenture.  




        6.       Mandatory
Redemption. The Issuer shall not be required to           make mandatory
redemption or sinking fund payments with respect to the Notes.  




        7.       Repurchase
at Option of Holder.  




            (a)                 Upon
the occurrence of a Change of Control, each Holder shall have the right to
          require the Issuer to repurchase all or any part (equal to $1,000 or an
integral           multiple of $1,000) of such Holder’s Notes (a “Change
of Control           Offer”) at a purchase price equal to 101% of the
principal           amount thereof, plus accrued and unpaid interest and Additional
Interest, if           any, to the purchase date (subject to the right of Holders on the
relevant           record date to receive interest due on the relevant Interest Payment
Date.  




            (b)                 If
the Issuer or one of its Restricted Subsidiaries consummates any Asset Sales,
          when the aggregate amount of Excess Proceeds exceeds $5.0 million, the Issuer
          shall commence an offer to all Holders of Notes (an “Asset Sale
          Offer”) pursuant to Section 3.09 of the Indenture to
          purchase the maximum principal amount of Notes (including any Additional Notes)
          that may be purchased out of the Excess Proceeds at an offer price in cash
equal           to 100% of the principal amount thereof plus accrued and unpaid interest
and           Additional Interest thereon, if any, to the date fixed for the closing of
such           offer in accordance with the procedures set forth in the Indenture. To the
          extent that the aggregate amount of Notes (including Additional Notes) tendered
          pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer
(or           such Restricted Subsidiary) may use such deficiency for general corporate
          purposes. If the aggregate principal amount of Notes surrendered by Holders
          thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
          Notes to be purchased on a pro rata basis. Holders of Notes that are the
          subject of an offer to purchase will receive an Asset Sale Offer from the
Issuer           prior to any related purchase date and may elect to have such Notes
purchased by           completing the form entitled “Option of Holder to Elect
Purchase” on           the reverse of the Notes.  




        8.       Notice
of Redemption.  Notice of redemption shall be           mailed at
least 30 days but not more than 60 days before the redemption date to           each
Holder whose Notes are to be redeemed at its registered address.           Notes in
denominations larger than $1,000 may be redeemed in part but only in           whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
          redeemed.  On and after the redemption date interest ceases to accrue on
          Notes or portions thereof called for redemption.  





A-4 









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




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




        11.       Amendment,
Supplement and Waiver.  Subject to certain           exceptions, the
Indenture or the Notes may be amended or supplemented with the           consent of the
Holders of at least a majority in principal amount of the then           outstanding
Notes voting as a single class, and any existing default or           compliance with any
provision of the Indenture or the Notes may be waived with           the consent of the
Holders of a majority in principal amount of the then           outstanding Notes voting
as a single class. Without the consent of any Holder,           the Indenture or the
Notes may be amended or supplemented to cure any ambiguity,           omission, defect or
inconsistency, to provide for the assumption by a successor           corporation of the
obligations of the Issuer under the Indenture in the case of           a merger or
consolidation or sale of all or substantially all of the assets of           the Issuer,
provide for uncertificated Notes in addition to or in place of           certificated
Notes, to make any change that would provide any additional rights           or benefits
to the Holders of Notes or that does not adversely affect the legal           rights
under the Indenture of any such Holder, to make any change to comply with           any
requirement of the SEC in connection with the qualification of the Indenture
          under the TIA, to add covenants for the benefit of the Holders or to surrender
          any right or power conferred upon the Issuer or any Subsidiary Guarantors or
add           a Subsidiary Guarantor under the Indenture..  




        12.       Defaults
and Remedies.  Each of the following is an           Event of Default
under the Indenture: (1) default for 30 days in the payment           when due of
interest on, or Additional Interest with respect to, the Notes; (2)           default in
payment when due of principal of, or premium, if any, on the Notes;           (3) failure
by the Issuer or any of its Restricted Subsidiaries to comply with           Sections
4.09 or 4.10 or Article 5 of the Indenture; (4) failure by the Issuer           or any of
its Restricted Subsidiaries for 30 days after notice to comply with           Sections
4.12 and 4.18; (5) failure by the Issuer or any of its Restricted           Subsidiaries
for 60 days after notice to comply with any of its other agreements           in the
Indenture or in the Notes; (6) default under any mortgage, indenture or
          instrument under which there may be issued or by which there may be secured or
          evidenced any Indebtedness for money borrowed by the Issuer or any of its
          Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or
          any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
          exists, or is created after the date of the Indenture, if that default (A) is
          caused by a failure to pay principal of, or interest or premium, if any, on
such           Indebtedness prior to the expiration of the grace period provided in such
          Indebtedness on the date of such default (a “Payment
          Default”); or (B) results in the acceleration of such
          Indebtedness prior to its express maturity; and in each such case, the
principal           amount of any such Indebtedness, together with the principal amount
of any other           such Indebtedness under which there has been a Payment Default or
the maturity           of which has been so accelerated, aggregates $10.0 million or
more; (7) failure           by the Issuer or any of its Restricted Subsidiaries to pay
final judgments (to           the extent nor covered by insurance) aggregating in excess
of $10.0 million,           which judgments are not paid, discharged or stayed for a
period of 60           consecutive days; (8) except as permitted by the Indenture, any
Subsidiary           Guarantee shall be held in any judicial proceeding to be
unenforceable or           invalid or shall cease for any reason to be in full force and
effect or any           Subsidiary Guarantor, or any Person acting on behalf of any
Subsidiary           Guarantor, shall deny or disaffirm its obligations under its
Subsidiary           Guarantee or (9) certain events of bankruptcy or insolvency
described in the           Indenture with respect to the Issuer or any of its Significant
Subsidiaries. If           any Event of Default occurs and is continuing, the Trustee or
the Holders of not           less than 25% in aggregate principal amount of the then
outstanding Notes may           declare all the Notes to be due and payable.
Notwithstanding the foregoing, in           the case of an Event of Default arising from
certain events of bankruptcy or           insolvency, all outstanding Notes shall become
due and payable without further           action or notice. Holders may not enforce the
Indenture or the Notes except as           provided in the Indenture. Subject to certain
limitations, Holders of a majority           in aggregate principal amount of the then
outstanding Notes may direct the           Trustee in its exercise of any trust or power.
The Trustee may withhold from           Holders notice of any continuing Default or Event
of Default (except a Default           or Event of Default relating to the payment of
principal, premium, if any, or           interest or Additional Interest, if any) if it
determines that withholding           notice is in their interest. The Holders of a
majority in aggregate principal           amount of the Notes then outstanding by notice
to the Trustee may on behalf of           the Holders of all of the Notes waive any
existing Default or Event of Default           and its consequences under the Indenture
except a continuing Default or Event of           Default in the payment of interest,
premium, if any, or Additional Interest on,           or the principal of, the Notes. The
Issuer is required to deliver to the Trustee           annually a statement regarding
compliance with the Indenture, and the Issuer is           required upon becoming aware
of any Default or Event of Default, to deliver to           the Trustee a statement
specifying such Default or Event of Default.  




A-5 










        13.       Trustee
Dealings with Issuer. The Trustee, in its           individual or any
other capacity, may make loans to, accept deposits from, and           perform services
for the Issuer or its Affiliates, and may otherwise deal with           the Issuer or its
Affiliates, as if it were not the Trustee.  




        14.       No
Recourse Against Others.  No director, officer,           employee,
incorporator or stockholder of the Issuer or of any Subsidiary           Guarantor, as
such, shall have any liability for any obligations of the Issuer           or any
Subsidiary Guarantor under the Indenture, the Notes, the Subsidiary           Guarantees
or for any claim based on, in respect of, or by reason of, such           obligations or
their creation.  Each Holder by accepting a Note waives and           releases all
such liability.  The waiver and release are part of the           consideration for
the issuance of the Notes; such waiver may not be effective to           waive
liabilities under the federal securities laws and it is the view of the           SEC
that such a waiver is against public policy.  




        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.       CUSIP
Numbers. Pursuant to a recommendation promulgated by           the
Committee on Uniform Security Identification Procedures, the Issuer has           caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP           numbers
in notices of redemption as a convenience to Holders. No representation           is made
as to the accuracy of such numbers either as printed on the Notes or as
          contained in any notice of redemption and reliance may be placed only on the
          other identification numbers placed thereon.  




        18.       Additional
Rights of Holders of Restricted Global Notes and Restricted           Definitive Notes.
In addition to the rights provided to Holders           of Notes under the Indenture,
Holders of Restricted Global Notes and Restricted           Definitive Notes that are
Initial Notes shall have all the rights set forth in           the Registration Rights
Agreement, dated as of May 26, 2006, between the Company           and the parties named
on the signature pages thereto or, in the case of           Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive           Notes shall have the rights
set forth in one or more registration rights           agreements, if any, among the
Company and the other parties thereto, relating to           rights given by the Company
to the purchasers of any Additional Notes.  




        19.       Governing
Law. The internal law of the State of New York           shall govern and
be used to construe this Note without giving effect to           applicable principals of
conflicts of law to the extent that the application of           the laws of another
jurisdiction would be required thereby.  




A-6 










        The
Issuer shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: 




	 	
Hanger
Orthopedic Group, Inc.                   
Two Bethesda Metro Center, Suite 1200
                  
Bethesda, MD  20814                   
Attention:  Chief Financial
Officer 






  


















A-7 









Assignment Form 



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



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



_______________________________________________________________________________________________________________________________________  



_______________________________________________________________________________________________________________________________________  



_______________________________________________________________________________________________________________________________________  



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



and irrevocably appoint _____________________________________
                                                                                           to
transfer this Note on the books of the Issuer.  The agent may substitute another to act
for him.
_______________________________________________________________________________________________________________________________________  



Date: ______________ 




	 	
Your
Signature:_______________________________
                                                                                          
(Sign
exactly as your name appears on the face of
                                                     
this Note)






	 	
Signature
Guarantee:______________________________________



















A-8 












SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE 



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










	Date of Exchange	Amount of

decrease in

Principal Amount

of this Global Note	Amount of increase

in Principal Amount

of this Global Note	Principal Amount

of this Global Note

following such

decrease (or

increase)	Signature of

authorized signatory

of Trustee or

Note Custodian






















A-9 












EXHIBIT B  



FORM OF CERTIFICATE OF
TRANSFER 



Hanger Orthopedic Group, Inc.
Two
Bethesda Metro Center, Suite 1200  
Bethesda, MD 20814
Attention: Chief Financial Officer  



Wilmington Trust Company, as
Trustee
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust
Division  



	 	Re: 	10
1/4% Senior Notes due 2014






        Reference
is hereby made to the Indenture, dated as of May 26, 2006 (the
“Indenture”), among Hanger Orthopedic Group, Inc., as issuer (the
“Issuer”), the Subsidiary Guarantors party thereto and Wilmington Trust
Company, 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.   |_|    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 will be subject to the restrictions on           transfer
enumerated in the Private Placement Legend printed on the 144A Global           Note
and/or the Definitive Note and in the Indenture and the Securities Act.  




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





B-1 









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




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






                                                                      or


	 	        (b)   |_|              such
Transfer is being effected to the Issuer or a subsidiary thereof;  






                                                                      or


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







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




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




        (b)   |_|    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.  




B-2 











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




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




	 	
_________________________________________________________
                                                                     
          [Insert Name of
Transferor]







	 	
By:  ______________________________________
                                                                                                         
        Name:
                                                        
        Title:






	 	
Dated:
 ______________________






 













B-3 









ANNEX A TO CERTIFICATE
OF TRANSFER 



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




[CHECK ONE OF (A) OR
(B)] 



	 	        (a)   |_|              a
beneficial interest in the:  







	 	        (i)   |_|    
      144A Global Note (CUSIP _________), or 







	 	        (ii)   |_|              Regulation
S Global Note (CUSIP _________), or  







	 	        (iii)   |_|              IAI
Global Note (CUSIP _________); or  







	 	        (b)   |_|    
        a Restricted Definitive Note. 







        2.        After
          the Transfer the Transferee will hold:  




[CHECK ONE] 



	 	        (a)   |_|              a
beneficial interest in the:  







	 	        (i)   |_|    
      144A Global Note (CUSIP _________), or 







	 	        (ii)   |_|              Regulation
S Global Note (CUSIP _________), or  







	 	        (iii)   |_|              IAI
Global Note (CUSIP _________); or  







	 	        (iv)   |_|    
     Unrestricted Global Note (CUSIP _________); or 







	 	        (b)   |_|    
        a Restricted Definitive Note; or 







	 	        (c)   |_|    
        an Unrestricted Definitive Note, 







        in
accordance with the terms of the Indenture. 













B-4 











EXHIBIT C 



FORM OF CERTIFICATE OF
EXCHANGE 



Hanger Orthopedic Group,
Inc.
Two Bethesda Metro Center, Suite 1200  
Bethesda, MD 20814
Attention: Chief Financial
Officer  



Wilmington Trust Company,
as Trustee
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust
Division  



	 	Re: 	10
1/4% Senior Notes due 2014






(CUSIP ____________) 



        Reference
is hereby made to the Indenture, dated as of May 26, 2006 (the
“Indenture”), among Hanger Orthopedic Group, Inc., as issuer (the
“Issuer”), the Subsidiary Guarantors party thereto and Wilmington Trust
Company, 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)   |_|    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)   |_|    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)   |_|    Check
if Exchange is from Restricted Definitive Note to beneficial interest           in an
Unrestricted Global Note. In connection with the Owner’s Exchange           of a
Restricted Definitive Note for a beneficial interest in an Unrestricted           Global
Note, the Owner hereby certifies (i) the beneficial interest is being           acquired
for the Owner’s own account without transfer, (ii) such Exchange           has been
effected in compliance with the transfer restrictions applicable to           Restricted
Definitive Notes and pursuant to and in accordance with the           Securities Act,
(iii) the restrictions on transfer contained in the Indenture           and the Private
Placement Legend are not required in order to maintain           compliance with the
Securities Act and (iv) the beneficial interest is being           acquired in compliance
with any applicable blue sky securities laws of any state           of the United States.  




        (d)   |_|    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.  




C-1 










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













C-2 









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



		____________________________________________
		                [Insert Name of Transferor]
	

 	By:__________________________________________
		      Name:
		      Title:
	
 	Dated: ______________________





















C-3 











EXHIBIT D  



FORM OF CERTIFICATE
FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR  



Hanger Orthopedic Group,
Inc.
Two Bethesda Metro Center, Suite 1200  
Bethesda, MD 20814
Attention: Chief Financial
Officer  



Wilmington Trust Company,
as Trustee
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust
Division  



	 	Re: 	10
1/4% Senior Notes due 2014






        Reference
is hereby made to the Indenture, dated as of May 26, 2006 (the
“Indenture”), among Hanger Orthopedic Group, Inc., as issuer (the
“Issuer”), the Subsidiary Guarantors signatory thereto and Wilmington
Trust Company, 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 (A) to the Issuer or any subsidiary thereof, (B) in accordance
          with Rule 144A under the Securities Act to a “qualified institutional
          buyer” (as defined therein), (C) to an institutional “accredited
          investor” (as defined below) that, prior to such transfer, furnishes (or
          has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuer a
          signed letter substantially in the form of this letter and, 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 in form reasonably acceptable to the Issuer to
          the effect that such transfer is in compliance with the Securities Act,
          (D) outside the United States in accordance with Rule 904 of Regulation S
          under the Securities Act, (E) pursuant to the provisions of Rule 144(k)
          under the Securities Act or (F) pursuant to an effective registration
          statement under the Securities Act, and we further agree to provide to any
          Person purchasing the Definitive Note or beneficial interest in a Global Note
          from us in a transaction meeting the requirements of clauses (A) through (E) of
          this paragraph a notice advising such purchaser that resales thereof are
          restricted as stated herein.  




        3.                 We
understand that, on any proposed resale of the Notes or beneficial interest
          therein, we will be required to furnish to you and the Issuer such
          certifications, legal opinions and other information as you and the Issuer may
          reasonably require to confirm that the proposed sale complies with the
foregoing           restrictions. We further understand that the Notes purchased by us
will bear a           legend to the foregoing effect.  




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




D-1 










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




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




		____________________________________________
		                [Insert Name of Accredited Investor]
	

 	By:__________________________________________
		      Name:
		      Title:





Dated:
_______________________ 

















D-2 










EXHIBIT E  



FORM OF NOTATION OF
GUARANTEE 



        For
value received, each Subsidiary Guarantor (which term includes any successor Person under
the Indenture), jointly and severally, unconditionally guarantees, to the extent set forth
in the Indenture and subject to the provisions in the Indenture, dated as of May 26, 2006
(the “Indenture”), among Hanger Orthopedic Group, Inc., as issuer (the
“Issuer”), the Subsidiary Guarantors listed on the signature pages
thereto and Wilmington Trust Company, as trustee (the “Trustee”), (a) the
due and punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal and premium, if
any, and, to the extent permitted by law, interest, and the due and punctual performance
of all other obligations of the Issuer to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. The obligations of the
Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the
Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee. This Subsidiary Guarantee is subject to release as and to the extent
set forth in Sections 10.04 and 10.05 of the Indenture. Each Holder of a Note, by
accepting the same agrees to and shall be bound by such provisions. Capitalized terms used
herein and not defined are used herein as so defined in the Indenture. 




	 	
ABI
ORTHOTIC/PROSTHETIC LABORATORIES, LTD.
                                                     
ADVANCED BIO-MECHANICS, INC.
                                                     
THE BRACE SHOP PROSTHETIC ORTHOTIC
CENTERS, INC.                                                      
CERTIFIED ORTHOTICS
& PROSTHETIC ASSOCIATES, INC.
                                                     
CONNER BRACE CO., INC.
                                                     
DOBI-SYMPLEX, INC.
                                                     
DOSTEON SOLUTIONS, LLC
                                                     
ELITE CARE, INC.
                                                     
EUGENE TEUFEL & SON ORTHOTICS
& PROSTHETICS, INC.                                                      
FORTITUDE
MEDICAL SPECIALISTS, INC.                                                      
GREATER
CHESAPEAKE ORTHOTICS & PROSTHETICS, INC.
                                                     
HANGER PROSTHETICS & ORTHOTICS,
INC.                                                      
HANGER PROSTHETICS & ORTHOTICS
EAST, INC.                                                      
HANGER PROSTHETICS & ORTHOTICS
WEST, INC.                                                      
HANGER SERVICES
CORPORATION                                                      
HPO, INC.
                                                    
 INNOVATIVE NEUROTRONICS, INC.
                                                     
LAURENCE’S ORTHOTICS & PROSTHETICS,
INC.                                                      
LINKIA, LLC
                                                     
NWPO ASSOCIATES, INC.
                                                     
OPNET, INC.
                                                     
REHAB DESIGNS OF AMERICA CORPORATION
                                                     
REHAB DESIGNS OF COLORADO, INC.
                                                     
REHAB DESIGNS OF WISCONSIN, INC.
                                                     
SHASTA ORTHOTIC PROSTHETIC SERVICE,
INC.                                                      
SOUTHERN PROSTHETIC SUPPLY, INC.






	 	By: 	______________________________________
                                                          
Name:  George E. McHenry
                                                          
Title:    Treasurer 












E-1 











CROSS-REFERENCE TABLE* 





	Trust Indenture Act	Indenture
	
310 (a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
	311(a)	7.11
	(b)	7.11
	(c)	N.A.
	312 (a)	2.05
	(b)	10.03
	(c)	10.03
	313 (a)	7.06
	(b)(2)	7.07
	(c)	7.06; 10.02
	314 (a)	4.03; 10.02
	(c)(1)	10.04
	(c)(2)	10.04
	(c)(3)	N.A.
	(e)	10.05
	(f)	NA
	315 (a)	7.01
	(b)	7.05, 10.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
	316 (a)(last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.12
	317 (a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
	318 (a)	10.01
	(b)	N.A.
	(c)	10.01
	N.A. means not applicable.





*This Cross-Reference Table is not
part of this Indenture. 








i 









TABLE OF CONTENTS 






	ARTICLE 1.	DEFINITIONS AND INCORPORATION BY REFERENCE	  1
	         Section 1.01.	         Definitions	  1
	         Section 1.02.	         Other Definitions	17
	         Section 1.03.	         Incorporation by Reference of Trust Indenture Act	18
	         Section 1.04.	         Rules of Construction	18
	ARTICLE 2.	THE NOTES	19
	         Section 2.01.	         Form and Dating	19
	         Section 2.02.	         Execution and Authentication	20
	         Section 2.03.	         Registrar and Paying Agent	20
	         Section 2.04.	         Paying Agent to Hold Money in Trust	20
	         Section 2.05.	         Holder Lists	21
	         Section 2.06.	         Transfer and Exchange	21
	         Section 2.07.	         Replacement Notes	31
	         Section 2.08.	         Outstanding Notes	31
	         Section 2.09.	         Treasury Notes	32
	         Section 2.10.	         Temporary Notes	32
	         Section 2.11.	         Cancellation	32
	         Section 2.12.	         Defaulted Interest	32
	         Section 2.13.	         CUSIP or ISIN Numbers	32
	         Section 2.14	         Additional Interest	32
	ARTICLE 3.	REDEMPTION AND PREPAYMENT	33
	         Section 3.01.	         Notices to Trustee	33
	         Section 3.02.	         Selection of Notes to Be Redeemed	33
	         Section 3.03.	         Notice of Redemption	33
	         Section 3.04.	         Effect of Notice of Redemption	34
	         Section 3.05.	         Deposit of Redemption Price	34
	         Section 3.06	         Notes Redeemed in Part	34
	         Section 3.07.	         Optional Redemption	34
	         Section 3.08.	         Mandatory Redemption	35
	         Section 3.09.	         Offer To Purchase by Application of Excess Proceeds	35
	ARTICLE 4.	COVENANTS	36
	         Section 4.01.	         Payment of Notes	36














TABLE OF CONTENTS 


			
	         Section 4.02.	         Maintenance of Office or Agency	37
	         Section 4.03.	         Reports	37
	         Section 4.04.	         Compliance Certificate	38
	         Section 4.05.	         Taxes	38
	         Section 4.06.	         Stay, Extension and Usury Laws	38
	         Section 4.07.	         Corporate Existence	39
	         Section 4.08.	         Payments for Consent	39
	         Section 4.09.	         Incurrence of Indebtedness and Issuance of Preferred Stock	39
	         Section 4.10.	         Restricted Payments	41
	         Section 4.11.	         Liens	43
	         Section 4.12.	         Asset Sales	43
	         Section 4.13.	         Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	45
	         Section 4.14.	         Transactions with Affiliates	46
	         Section 4.15.	         Sale and Leaseback Transactions	47
	         Section 4.16.	         Issuances and Sales of Capital Stock of Restricted Subsidiaries	47
	         Section 4.17.	         Designation of Restricted and Unrestricted Subsidiaries	47
	         Section 4.18.	         Repurchase at the Option of Holders Upon a Change of Control	47
	         Section 4.19.	         Additional Subsidiary Guarantees	49
	         Section 4.20.	         [Reserved]	49
	         Section 4.21.	Business Activities	49
	ARTICLE 5.	SUCCESSORS	49
	         Section 5.01.	         Merger, Consolidation or Sale of Assets	49
	         Section 5.02.	         Successor Corporation Substituted	50
	ARTICLE 6.	DEFAULTS AND REMEDIES	50
	         Section 6.01.	         Events of Default	50
	         Section 6.02.	         Acceleration	51
	         Section 6.03.	         Other Remedies	52
	         Section 6.04.	         Waiver of Past Defaults	52
	         Section 6.05.	         Control by Majority	52















TABLE OF CONTENTS 


			
	         Section 6.06.	         Limitation on Suits	52
	         Section 6.07.	         Rights of Holders to Receive Payment	53
	         Section 6.08.	         Collection Suit by Trustee	53
	         Section 6.09.	         Trustee May File Proofs of Claim	53
	         Section 6.10.	         Priorities	53
	         Section 6.11.	         Undertaking for Costs	54
	ARTICLE 7.	TRUSTEE	54
	         Section 7.01.	         Duties of Trustee	54
	         Section 7.02.	         Rights of Trustee	55
	         Section 7.03.	         Individual Rights of Trustee	56
	         Section 7.04.	         Trustee’s Disclaimer	56
	         Section 7.05.	         Notice of Defaults	56
	         Section 7.06.	         Reports by Trustee to Holders	56
	         Section 7.07.	         Compensation and Indemnity	56
	         Section 7.08.	         Replacement of Trustee	57
	         Section 7.09.	         Successor Trustee by Merger, etc.	58
	         Section 7.10.	         Eligibility; Disqualification	58
	         Section 7.11.	         Preferential Collection of Claims Against Company	58
	ARTICLE 8.	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	58
	         Section 8.01.	         Option to Effect Legal Defeasance or Covenant Defeasance	58
	         Section 8.02.	         Legal Defeasance and Discharge	58
	         Section 8.03.	         Covenant Defeasance	59
	         Section 8.04.	         Conditions to Legal or Covenant Defeasance	59
	         Section 8.05.	         Deposited Money and Government Securities to be Held in Trust; Other
		         Miscellaneous Provisions	60
	         Section 8.06.	         Repayment to Company	60
	         Section 8.07.	         Reinstatement	61
	ARTICLE 9.	AMENDMENT, SUPPLEMENT AND WAIVER	61
	         Section 9.01.	         Without Consent of Holders of Notes	61
	         Section 9.02.	         With Consent of Holders of Notes	61
	         Section 9.03.	         Compliance with Trust Indenture Act	63














TABLE OF CONTENTS 


			
	         Section 9.04.	         Revocation and Effect of Consents	63
	         Section 9.05.	         Notation on or Exchange of Notes	63
	         Section 9.06.	         Trustee to Sign Amendments, etc	63
	ARTICLE 10.	SUBSIDIARY GUARANTEES	63
	         Section 10.01.	         Guarantee	64
	         Section 10.02.	         Limitation on Subsidiary Guarantor Liability	65
	         Section 10.03.	         Execution and Delivery of Subsidiary Guarantee	65
	         Section 10.04.	         Subsidiary Guarantors May Consolidate, etc., on Certain Terms	66
	         Section 10.05.	         Releases Following Sale of Assets	66
	ARTICLE 11	SATISFACTION AND DISCHARGE	66
	         Section 11.01.	         Satisfaction and Discharge	67
	         Section 11.02.	         Deposited Money and Government Securities to be Held in Trust; Other
	 	         Miscellaneous Provisions	67
	         Section 11.03.	         Repayment to Company	67
	ARTICLE 12.	MISCELLANEOUS	68
	         Section 12.01.	         Trust Indenture Act Controls	68
	         Section 12.02.	         Notices	68
	         Section 12.03.	         Communication by Holders of Notes with Other Holders of Notes	69
	         Section 12.04.	         Certificate and Opinion as to Conditions Precedent	69
	         Section 12.05.	         Statements Required in Certificate or Opinion	69
	         Section 12.06.	         Rules by Trustee and Agents	70
	         Section 12.07.	         No Personal Liability of Directors, Officers, Employees and Stockholders	70
	         Section 12.08.	         Governing Law	70
	         Section 12.09.	         No Adverse Interpretation of Other Agreements	70
	         Section 12.10.	         Successors	70
	         Section 12.11.	         Severability	70
	         Section 12.12.	         Counterpart Originals	70
	         Section 12.13.	         Table of Contents, Headings, etc.	70











TABLE OF CONTENTS 




EXHIBITS 


		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 NOTATION GUARANTEE	E-1