Exhibit 4.1



 





	 	 	 
	

	 	EXECUTION COPY
	

	 	Exhibit 4.1













PARK-OHIO INDUSTRIES, INC.




AND EACH OF THE GUARANTORS PARTY HERETO




8 3/8% SENIOR SUBORDINATED NOTES DUE 2014










INDENTURE




Dated as of November 30, 2004










Wells Fargo Bank, N.A.




Trustee

















 









 








CROSS-REFERENCE TABLE*




	 	 	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	310(a)(1)
	 	 	7.10	 
	(a)(2)
	 	 	7.10	 
	(a)(3)
	 	 	N.A.	 
	(a)(4)
	 	 	N.A.	 
	(a)(5)
	 	 	7.03; 7.10	 
	(b)
	 	 	7.10	 
	(c)
	 	 	N.A.	 
	311(a)
	 	 	7.11	 
	(b)
	 	 	7.11	 
	(c)
	 	 	N.A.	 
	312(a)
	 	 	2.05	 
	(b)
	 	 	13.03	 
	(c)
	 	 	13.03	 
	313(a)
	 	 	7.06	 
	(b)(2)
	 	 	7.06; 7.07	 
	(c)
	 	 	7.06;13.02	 
	(d)
	 	 	7.06	 
	314(a)
	 	 	4.03; 4.04; 13.02; 13.05	 
	(c)(1)
	 	 	13.04	 
	(c)(2)
	 	 	13.04	 
	(c)(3)
	 	 	N.A.	 
	(e)
	 	 	13.05	 
	(f)
	 	 	N.A.	 
	315(a)
	 	 	7.01	 
	(b)
	 	 	7.05; 13.02	 
	(c)
	 	 	7.01	 
	(d)
	 	 	6.05; 7.01	 
	(e)
	 	 	6.11	 
	316(a) (last sentence)
	 	 	2.09	 
	(a)(1)(A)
	 	 	6.05	 
	(a)(1)(B)
	 	 	6.04	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	6.07	 
	(c)
	 	 	2.12	 
	317(a)(1)
	 	 	6.08	 
	(a)(2)
	 	 	6.09	 
	(b)
	 	 	2.04	 
	318(a)
	 	 	13.01	 
	(b)
	 	 	N.A.	 
	(c)
	 	 	13.01	 







N.A. means not applicable.




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




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE
	 	 	 	 
	Section 1.01 Definitions.
	 	 	1	 
	Section 1.02 Other Definitions.
	 	 	22	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act.
	 	 	22	 
	Section 1.04 Rules of Construction.
	 	 	23	 
	ARTICLE 2

THE NOTES
	 	 	 	 
	Section 2.01 Form and Dating.
	 	 	23	 
	Section 2.02 Execution and Authentication.
	 	 	24	 
	Section 2.03 Registrar and Paying Agent.
	 	 	24	 
	Section 2.04 Paying Agent to Hold Money in Trust.
	 	 	25	 
	Section 2.05 Holder Lists.
	 	 	25	 
	Section 2.06 Transfer and Exchange.
	 	 	25	 
	Section 2.07 Replacement Notes.
	 	 	36	 
	Section 2.08 Outstanding Notes.
	 	 	37	 
	Section 2.09 Treasury Notes.
	 	 	37	 
	Section 2.10 Temporary Notes.
	 	 	37	 
	Section 2.11 Cancellation.
	 	 	37	 
	Section 2.12 Defaulted Interest.
	 	 	38	 
	ARTICLE 3

REDEMPTION AND PREPAYMENT
	 	 	 	 
	Section 3.01 Notices to Trustee.
	 	 	38	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased.
	 	 	38	 
	Section 3.03 Notice of Redemption.
	 	 	39	 
	Section 3.04 Effect of Notice of Redemption.
	 	 	39	 
	Section 3.05 Deposit of Redemption or Purchase Price.
	 	 	39	 
	Section 3.06 Notes Redeemed or Purchased in Part.
	 	 	40	 
	Section 3.07 Optional Redemption.
	 	 	40	 
	Section 3.08 Mandatory Redemption.
	 	 	41	 
	Section 3.09 Offer to Purchase by Application of Excess Proceeds.
	 	 	41	 
	ARTICLE 4

COVENANTS
	 	 	 	 
	Section 4.01 Payment of Notes.
	 	 	43	 
	Section 4.02 Maintenance of Office or Agency.
	 	 	43	 
	Section 4.03 Reports.
	 	 	43	 
	Section 4.04 Compliance Certificate.
	 	 	44	 
	Section 4.05 Taxes.
	 	 	44	 
	Section 4.06 Stay, Extension and Usury Laws.
	 	 	45	 
	Section 4.07 Restricted Payments.
	 	 	45	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.
	 	 	48	 
	Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.
	 	 	49	 







i









 






	 	 	 	 	 
	Section 4.10 Asset Sales.
	 	 	52	 
	Section 4.11 Transactions with Affiliates.
	 	 	54	 
	Section 4.12 Liens.
	 	 	55	 
	Section 4.13 [Intentionally Omitted.]
	 	 	55	 
	Section 4.14 Corporate Existence.
	 	 	55	 
	Section 4.15 Offer to Repurchase Upon Change of Control.
	 	 	55	 
	Section 4.16 No Layering of Debt.
	 	 	57	 
	Section 4.17 Limitation on Sale and Leaseback Transactions.
	 	 	57	 
	Section 4.18 [Intentionally Omitted.]
	 	 	58	 
	Section 4.19 Payments for Consent.
	 	 	58	 
	Section 4.20 Additional Note Guarantees.
	 	 	58	 
	Section 4.21 Designation of Restricted and Unrestricted Subsidiaries.
	 	 	58	 
	ARTICLE 5

SUCCESSORS
	 	 	 	 
	Section 5.01 Merger, Consolidation, or Sale of Assets.
	 	 	59	 
	Section 5.02 Successor Corporation Substituted.
	 	 	60	 
	ARTICLE 6

DEFAULTS AND REMEDIES
	 	 	 	 
	Section 6.01 Events of Default.
	 	 	60	 
	Section 6.02 Acceleration.
	 	 	61	 
	Section 6.03 Other Remedies.
	 	 	62	 
	Section 6.04 Waiver of Past Defaults.
	 	 	62	 
	Section 6.05 Control by Majority.
	 	 	62	 
	Section 6.06 Limitation on Suits.
	 	 	62	 
	Section 6.07 Rights of Holders of Notes to Receive Payment.
	 	 	63	 
	Section 6.08 Collection Suit by Trustee.
	 	 	63	 
	Section 6.09 Trustee May File Proofs of Claim.
	 	 	63	 
	Section 6.10 Priorities.
	 	 	64	 
	Section 6.11 Undertaking for Costs.
	 	 	64	 
	ARTICLE 7

TRUSTEE
	 	 	 	 
	Section 7.01 Duties of Trustee.
	 	 	64	 
	Section 7.02 Rights of Trustee.
	 	 	65	 
	Section 7.03 Individual Rights of Trustee.
	 	 	66	 
	Section 7.04 Trustee’s Disclaimer.
	 	 	66	 
	Section 7.05 Notice of Defaults.
	 	 	66	 
	Section 7.06 Reports by Trustee to Holders of the Notes.
	 	 	67	 
	Section 7.07 Compensation and Indemnity.
	 	 	67	 
	Section 7.08 Replacement of Trustee.
	 	 	68	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	68	 
	Section 7.10 Eligibility; Disqualification.
	 	 	69	 
	Section 7.11 Preferential Collection of Claims Against Company.
	 	 	69	 
	ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.
	 	 	69	 
	Section 8.02 Legal Defeasance and Discharge.
	 	 	69	 
	Section 8.03 Covenant Defeasance.
	 	 	70	 







ii









 






	 	 	 	 	 
	Section 8.04 Conditions to Legal or Covenant Defeasance.
	 	 	70	 
	Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.
	 	 	71	 
	Section 8.06 Repayment to Company.
	 	 	72	 
	Section 8.07 Reinstatement.
	 	 	72	 
	ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes.
	 	 	72	 
	Section 9.02 With Consent of Holders of Notes.
	 	 	73	 
	Section 9.03 Compliance with Trust Indenture Act.
	 	 	75	 
	Section 9.04 Revocation and Effect of Consents.
	 	 	75	 
	Section 9.05 Notation on or Exchange of Notes.
	 	 	75	 
	Section 9.06 Trustee to Sign Amendments, etc.
	 	 	75	 
	ARTICLE 10

SUBORDINATION
	 	 	 	 
	Section 10.01 Agreement to Subordinate.
	 	 	75	 
	Section 10.02 Liquidation; Dissolution; Bankruptcy.
	 	 	75	 
	Section 10.03 Default on Designated Senior Debt.
	 	 	76	 
	Section 10.04 Acceleration of Notes.
	 	 	77	 
	Section 10.05 When Distribution Must Be Paid Over.
	 	 	77	 
	Section 10.06 Notice by Company.
	 	 	77	 
	Section 10.07 Subrogation.
	 	 	77	 
	Section 10.08 Relative Rights.
	 	 	77	 
	Section 10.09 Subordination May Not Be Impaired by Company.
	 	 	78	 
	Section 10.10 Distribution or Notice to Representative.
	 	 	78	 
	Section 10.11 Rights of Trustee and Paying Agent.
	 	 	78	 
	Section 10.12 Authorization to Effect Subordination.
	 	 	78	 
	Section 10.13 Amendments.
	 	 	79	 
	ARTICLE 11

NOTE GUARANTEES
	 	 	 	 
	Section 11.01 Guarantee.
	 	 	79	 
	Section 11.02 Subordination of Note Guarantee.
	 	 	80	 
	Section 11.03 Limitation on Guarantor Liability.
	 	 	80	 
	Section 11.04 Execution and Delivery of Note Guarantee.
	 	 	80	 
	Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.
	 	 	81	 
	Section 11.06 Releases.
	 	 	81	 
	ARTICLE 12

SATISFACTION AND DISCHARGE
	 	 	 	 
	Section 12.01 Satisfaction and Discharge.
	 	 	82	 
	Section 12.02 Application of Trust Money.
	 	 	83	 
	ARTICLE 13

MISCELLANEOUS
	 	 	 	 
	Section 13.01 Trust Indenture Act Controls.
	 	 	83	 
	Section 13.02 Notices.
	 	 	83	 
	Section 13.03 Communication by Holders of Notes with Other Holders of Notes.
	 	 	85	 
	Section 13.04 Certificate and Opinion as to Conditions Precedent.
	 	 	85	 







iii









 






	 	 	 	 	 
	Section 13.05 Statements Required in Certificate or Opinion.
	 	 	85	 
	Section 13.06 Rules by Trustee and Agents.
	 	 	85	 
	Section 13.07 No Personal Liability of Directors, Officers, Employees and Shareholders.
	 	 	85	 
	Section 13.08 Governing Law.
	 	 	86	 
	Section 13.09 No Adverse Interpretation of Other Agreements.
	 	 	86	 
	Section 13.10 Successors.
	 	 	86	 
	Section 13.11 Severability.
	 	 	86	 
	Section 13.12 Counterpart Originals.
	 	 	86	 
	Section 13.13 Table of Contents, Headings, etc.
	 	 	86	 







EXHIBITS




	 	 	 
	Exhibit A

	 	FORM OF NOTE
	Exhibit B

	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C

	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D

	 	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED

INVESTOR
	Exhibit E

	 	FORM OF NOTATION OF GUARANTEE
	Exhibit F

	 	FORM OF SUPPLEMENTAL INDENTURE







iv









 





     INDENTURE dated
as of November 30, 2004 among Park-Ohio Industries, Inc.,
an Ohio corporation, the Guarantors (as defined) and Wells Fargo Bank, N.A., as
trustee.




     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 8 3/8% Senior Subordinated Notes due 2014 (the “Notes”):



ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE




Section 1.01 Definitions.




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



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




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




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



     “Additional Notes” means additional Notes (other than the Initial Notes
and other than issuances pursuant to Sections 2.06, 2.07, 2.10, 3.06, 3.09,
4.10, 4.15 or 9.05 of this Indenture and other than 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. 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 or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.



     “Asset
Sale” means:



1









 






     (1) the sale, lease, conveyance or other disposition of any assets
or rights; provided that the sale, lease, 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
provisions of Sections 4.15 and 5.01 hereof and not by Section 4.10;




     (2) the issuance of Equity Interests in any of the Company’s
Restricted Subsidiaries or the sale of Equity Interests in any of its
Restricted Subsidiaries (other than directors’ qualifying shares and shares required by applicable law to be held by a Person other than the
Company or any of its Restricted Subsidiaries).




     Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:




     (1) any single transaction or series of related transactions that
involves assets having a Fair Market Value of less than $5.0 million;




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




     (3) an issuance of Equity Interests by a Restricted Subsidiary of
the Company to the Company or to a Restricted Subsidiary of the Company;




     (4) the sale or lease of products, services or accounts receivable
in the ordinary course of business and any sale or other disposition of
damaged, worn-out or obsolete assets in the ordinary course of business;




     (5) the sale or other disposition of cash or Cash Equivalents;




     (6) a Restricted Payment that does not violate Section 4.07 or a
Permitted Investment;




     (7) the licensing or sublicensing of intellectual property in the
ordinary course of business;




     (8) the granting of Liens not prohibited by this Indenture and the
foreclosure thereon;




     (9) any surrender or waiver of contract rights or the settlement
release or surrender of contract, tort or other litigation claims in the
ordinary course of business;




     (10) the sale of Equity Interests of ILS Technology, LLC pursuant to
the exercise of options outstanding on the date of this Indenture; and




     (11) the sale of Equity Interests of Feco, Inc. or an Affiliate
thereof into which certain assets and liabilities of Feco, Inc. are
transferred, in accordance with the letter agreement with respect thereto
dated August 25, 2004.



     “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; provided,
however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby will be determined
in accordance with the definition of “Capital Lease Obligation.”



2









 





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



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3)
of the Exchange Act), such “person” will be deemed to have beneficial ownership
of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. 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 or any committee thereof duly authorized to act on behalf of
such board;




     (2) with respect to a partnership, the Board of Directors of the
general partner of the partnership;




     (3) with respect to a limited liability company, the managing member
or members or any controlling committee of managing members thereof; and




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




     “Borrowing Base” means, as of any date, an amount equal to:




     (1) 67.5% of the book value of the accounts receivable of the
Company and its Restricted Subsidiaries on a consolidated basis, plus




     (2) 55% of the book value of the inventory of the Company and its
Restricted Subsidiaries on a consolidated basis outstanding at any time.



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



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



     “Capital Lease Obligation” means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be prepaid by the lessee without payment
of a penalty.



     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;




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



3









 






     (3) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership
interests; 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, but excluding from all of the foregoing
any debt securities convertible into Capital Stock, whether or not such
debt securities include any right of participation with Capital Stock.



     “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 one year from the date of acquisition;




     (3) securities issued or directly and fully guaranteed by any state
of the United States of America or any political subdivision of any such
state or any public instrumentality thereof having one of the two highest
ratings obtainable from Moody’s or S&P and, in each case, having
maturities of not more than one year after the date of acquisition;




     (4) certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank
deposits, in each case, with any lender party to the Credit Agreement or
with any domestic commercial bank having capital and surplus in excess of
$250.0 million and a Thomson Bank Watch Rating of “B” or better;




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




     (6) commercial paper having one of the two highest ratings
obtainable from Moody’s or S&P and, in each case, maturing within one
year after the date of acquisition; and




     (7) money market funds at least 90% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (1) through
(6) of this definition.



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




     (1) any “person” (as that term is used in Section 13(d) of the
Exchange Act) (including a person’s (as defined above) Affiliates and
associates), other than a Principal or a Related Party of a Principal,
becomes the beneficial owner (as defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of 50%
or more of the Company’s common Equity Interests;




     (2) any person (as defined above) (including a Person’s Affiliates
and associates), other than a Principal or a Related Party of a
Principal, becomes the beneficial owner of more than 33 1/3% of the
Company’s Voting Stock, and the Principals or Related Parties of the
Principals beneficially own, in the aggregate, a lesser percentage of the
Company’s Voting Stock than such



4









 






other person (as defined above) and do not have the right or ability
by voting power, contract or otherwise to elect or designate for election
a majority of the Board of Directors of the Company;




     (3) there shall be consummated any consolidation or merger of the
Company in which the Company is not the continuing or surviving
corporation or pursuant to which the common Equity Interests of the
Company would be converted into cash, securities or other property, other
than a merger or consolidation of the Company in which the holders of the
common Equity Interests of the Company outstanding immediately prior to
the consolidation or merger hold, directly or indirectly, at least a
majority of the common Equity Interests of the surviving corporation
immediately after such consolidation or merger; or




     (4) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the
Company has been approved by 66 2/3% of the directors then still in
office who either were directors at the beginning of such period or whose
election or recommendation for election was previously so approved) cease
to constitute a majority of the Board of Directors of the Company.



     “Change of Control Offer” has the meaning assigned to that term in this
Indenture.



     “Clearstream” means Clearstream Banking, S.A.



     “Company” means Park-Ohio Industries, Inc., and any and all successors
thereto.



     “Consolidated Cash Flow” means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:




     (1) an amount equal to any extraordinary loss plus any net loss
realized by such Person or any of its Restricted 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) the Fixed Charges of such Person and its Restricted Subsidiaries
for such period, to the extent that such Fixed Charges were deducted in
computing such Consolidated Net Income; plus




     (4) depreciation, amortization (including amortization of
intangibles but excluding amortization of prepaid cash expenses that were
paid in a prior period) and other non-cash expenses 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; minus




     (5) 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.




5









 








     “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 similar distributions paid in cash to the specified Person or a
Restricted Subsidiary of the specified 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) any non-cash compensation expense realized for grant of stock
appreciation or similar rights, stock options or other rights to
officers, directors and employees will be excluded, provided that such
rights, options or other rights can be redeemed at the option of the
holder only for Equity Securities of the Company (other than Disqualified
Stock) or Equity Securities of Parent; and




     (5) notwithstanding clause (1) above, the Net Income of any
Unrestricted Subsidiary will be excluded, whether or not distributed to
the specified Person or one of its Subsidiaries.



     “Consolidated Net Tangible Assets” means Consolidated Tangible Assets
after deducting therefrom all current liabilities, all as set forth on the most
recent balance sheet of the Company, on a consolidated basis, determined in
accordance with GAAP.



     “Consolidated Tangible Assets” means total assets (less accumulated
depreciation and valuation reserves and other reserves and items deductible
from gross book value of specific asset accounts under GAAP) after deducting
therefrom (1) any item representing investments in Unrestricted Subsidiaries
and (2) all goodwill, trade names, trademarks, patents, unamortized debt
discount, organization expenses and other like intangibles, all as set forth on
the most recent balance sheet of the Company, on a consolidated basis,
determined in accordance with GAAP.



     “Continuing Directors” means, as of any date of determination, any member
of the Board of Directors of the Company who:




     (1) was a member of such Board of Directors on the date of this
Indenture; or




     (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or
election.



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



6









 





     “Credit Agreement” means that certain Amended and Restated Credit
Agreement, dated as of November 5, 2003, by and among the Company, the other
loan parties party thereto, the lenders party thereto, Bank One, NA and Banc
One Capital Markets Inc., providing for up to $185.0 million of revolving
credit borrowings, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, and, in
each case, as amended, restated, modified, renewed, refunded, replaced (whether
upon or after termination or otherwise) or refinanced (including by means of
sales of debt securities to institutional investors) in whole or in part from
time to time.



     “Credit Facilities” means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case,
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.



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



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



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



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



     “Designated Senior Debt” means:




     (1) any Indebtedness outstanding under the Credit Facilities; and




     (2) any other Senior Debt permitted under this Indenture the
principal amount of which is $25.0 million or more and that has been
designated by the Company as “Designated Senior Debt.”



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of 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 4.07. The amount of Disqualified Stock deemed
to be outstanding at any time for purposes of this



7









 





Indenture will be the maximum amount that the Company and its Restricted
Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Stock, exclusive of
accrued dividends; provided, however, the amount of any Disqualified Stock that
does not have a fixed redemption, repayment or repurchase price will be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock were redeemed, repaid or repurchased on any date on which
the amount of such Disqualified Stock is to be determined pursuant to this
Indenture; provided, further, that if such Disqualified Stock could not be
required to be redeemed, repaid or repurchased at the time of such
determination, the redemption, repayment or repurchase price will be the book
value of such Disqualified Stock as reflected in the most recent financial
statements of such Person.




     “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.



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



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



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



     “Exchange Notes” means the 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 up to $8.2 million in aggregate principal
amount of 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.



     “Fair Market Value” means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving undue pressure
or compulsion of either party to complete the transaction, determined in good
faith by the Board of Directors of the Company (unless otherwise provided in
this Indenture).



     “Fixed Charge Coverage Ratio” means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or otherwise discharges 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, redemption, defeasance or other
discharge 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.



8









 





     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, or
any Person or any of its Restricted Subsidiaries acquired by the specified
Person or any of its Restricted Subsidiaries, and including any related
financing transactions and including increases in ownership of Restricted
Subsidiaries, 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 thereto, including any related expenses and cost reductions
estimated in good faith by such Person’s chief financial officer, (in
accordance with Regulation S-X under the Securities Act) as if they had
occurred on the first day of the four-quarter reference period;



     (2) if since the beginning of the reference period any Person (that
subsequently became a Restricted Subsidiary of the specified Person or any of
its Restricted Subsidiaries or was merged with or into the specified Person
or any of its Restricted Subsidiaries since the beginning of that period) has
made any acquisitions and dispositions including through mergers or
consolidations and including any related financing transactions that would
have required adjustment pursuant to this definition, then the Fixed Charge
Coverage Ratio will be calculated giving pro forma effect thereto (as
described in clause (1) above), including any related expenses and cost
reductions estimated in good faith by such Person’s chief financial officer
(in accordance with Regulation S-X under the Securities Act), as if they had
occurred on the first day of the four-quarter reference period for the
reference period;



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



     (4) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) 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;



     (5) any Person that is a Restricted Subsidiary on the Calculation Date
will be deemed to have been a Restricted Subsidiary at all times during such
four-quarter period;



     (6) any Person that is not a Restricted Subsidiary on the Calculation
Date will be deemed not to have been a Restricted Subsidiary at any time
during such four-quarter period; and



     (7) if any Indebtedness bears a floating rate of interest, the interest
expense on such Indebtedness will be calculated as if the rate in effect on
the Calculation Date had been the applicable rate for the entire period
(taking into account any Hedging Obligation applicable to such Indebtedness
if such Hedging Obligation has a remaining term as at the Calculation Date in
excess of 12 months).



          “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,
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



9









 






of the effect of all payments made or received pursuant to Hedging
Obligations in respect of interest rates; plus




     (2) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period; plus




     (3) any interest 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, but only to the extent such Guarantee or Lien is called
upon; plus




     (4) 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 the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the
Company, 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, determined on a consolidated basis in accordance
with GAAP.



          “Foreign Subsidiary” means any Restricted Subsidiary of the Company that
is not a Domestic Subsidiary.



          “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 from time to time.



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



          “Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.



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



          “Guarantee” means 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 (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial
statement conditions or otherwise).



          “Guarantor” means each of:




     (1) Ajax Tocco Magnethermic Corporation, ATBD, Inc., Blue Falcon
Travel, Inc., Columbia Nut & Bolt LLC, Control Transformer, Inc., Donegal
Bay Ltd., Feco, Inc., Forging Parts & Machining Company, Gateway
Industrial Supply LLC, GAMCO Components Group



10









 






LLC, General Aluminum Mfg. Company, ILS Technology LLC, Integrated
Logistics Holding Company, Integrated Logistics Solutions LLC, Lallegro,
Inc., Lewis & Park Screw & Bolt Company, Park Avenue Travel Ltd.,
Park-Ohio Forged & Machined Products LLC, Park-Ohio Products, Inc.,
Pharmaceutical Logistics, Inc., Pharmacy Wholesale Logistics, Inc.,
PMC-Colinet, Inc., PMC Industries Corp., P-O Realty LLC, POVI L.L.C.,
Precision Machining Connection LLC, RB&W Ltd., RB&W Manufacturing LLC,
Red Bird, Inc., Southwest Steel Processing LLC, Summerspace, Inc., The
Ajax Manufacturing Company, The Clancy Bing Company, Tocco, Inc.,
Trickeration, Inc. and WB&R Acquisition Company, Inc.; and




     (2) any other Subsidiary of the Company that executes a Note
Guarantee in accordance with the provisions of this Indenture,




and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions
of this Indenture.



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




     (1) interest rate swap agreements (whether from fixed to floating or
from floating to fixed), interest rate cap agreements and interest rate
collar agreements;




     (2) other agreements or arrangements designed to manage interest
rates or interest rate risk; and




     (3) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange rates or commodity prices.



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



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



          “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary
whose total assets, as of that date, are less than $250,000 and whose total
revenues for the most recent 12-month period do not exceed $250,000; provided
that a Restricted Subsidiary will not be considered to be an Immaterial
Subsidiary if it, directly or indirectly, guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.



          “Indebtedness” means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
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;



11









 






     (4) representing Capital Lease Obligations or Attributable Debt in
respect of sale and leaseback transactions;




     (5) representing the balance deferred and unpaid of the purchase
price of any property or services due more than six months after such
property is acquired or such services are completed; or




     (6) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of
credit, Attributable Debt 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.



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



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



     “Initial Notes” means the first $210.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.



     “Initial Purchasers” means Lehman Brothers Inc., J.P. Morgan Securities
Inc., CIBC World Markets Corp. and McDonald Investments Inc.



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



     “Investments” means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Company’s Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07. The acquisition by the Company or any Subsidiary of the Company
of a Person that holds an Investment in a third Person will be deemed to be an
Investment by the Company or such Subsidiary in such third Person in an amount
equal to the Fair Market Value of the Investments held by the acquired Person
in such third Person in an amount determined as provided in the final paragraph
of the Section 4.07. Except as otherwise provided in this Indenture, the amount
of an Investment will be determined at the time the Investment is made and
without giving effect to subsequent changes in value.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain



12









 





closed. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue on such payment for the intervening
period.



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



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



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



          “Moody’s” means Moody’s Investors Service, Inc.



          “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 or loss, together with any related provision for taxes on
such gain or 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 or loss, together with any related provision
for taxes on such extraordinary gain or 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 and any cash payments
received by way of deferred payment of principal pursuant to a note or
installment, earn-out or otherwise, but only as and when received), net of the
direct costs relating to such Asset Sale, including, without limitation, legal,
title, 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, any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP, any distribution and other payments
required to be made to minority shareholders in Restricted Subsidiaries as a
result of such Asset Sale and payments of unassumed liabilities (not
constituting Indebtedness) relating to the assets sold at the time of, or
within 30 days after, the date of such Asset Sale.



          “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;



13









 






     (2) no default with respect to which (including any rights that the
holders of the Indebtedness may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or
both any holder of any other Indebtedness of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness
or cause the payment of the Indebtedness 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 stock or assets of the Company or any
of its Restricted Subsidiaries.



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



     “Note Guarantee” means the Guarantee by each Guarantor of the Company’s
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.



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



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



     “Offering Memorandum” means the Company’s offering memorandum, dated
November 19, 2004, relating to the offering of the Initial Notes.



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



     “Officers’ Certificate” means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.



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



     “Parent” means Park-Ohio Holdings, the Company’s sole shareholder, or any
successor entity thereto pursuant to a merger or consolidation that results in
the Voting Stock of the surviving entity being held immediately after the
merger or consolidation by the same holders (other than those that exercise
statutory dissenters’ rights) that held the Voting Stock of Park-Ohio Holdings
immediately before the merger or consolidation.



     “Park-Ohio Holdings” means Park-Ohio Holdings Corp., an Ohio corporation.



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



14









 





     “Permitted Business” means the business of the Company and its
Subsidiaries as existing on the date of this Indenture and any other businesses
that are the same, similar or reasonably related, ancillary or complementary
thereto and reasonable extensions thereof.



     “Permitted Investments” means:




     (1) any Investment in the Company or in a Restricted Subsidiary of
the Company that is a Guarantor;




     (2) any Investment in Cash Equivalents;




     (3) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment:




     (a) such Person becomes a Restricted Subsidiary of the Company and a
Guarantor; 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 a Restricted Subsidiary of the Company
that is a Guarantor;




     (4) 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 4.10;




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




     (6) any Investments received in compromise or resolution of (A)
obligations of trade creditors or customers that were incurred in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or
customer; or (B) litigation, arbitration or other disputes with Persons
who are not Affiliates;




     (7) Investments represented by Hedging Obligations;




     (8) loans or advances to officers, directors or employees made in
the ordinary course of business of the Company or any Restricted
Subsidiary of the Company in an aggregate principal amount not to exceed
$2.5 million at any one time outstanding;




     (9) Investments in Foreign Subsidiaries of the Company solely to
fund the day-to-day working capital requirements of such Foreign
Subsidiaries in the ordinary course of business;




     (10) Guarantees that are not prohibited by the Section 4.09;




     (11) extensions of trade credit or receivables owing to the Company
or any of its Restricted Subsidiaries created or acquired in the ordinary
course of business;




     (12) Investments consisting of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’
compensation, performance and other similar deposits made in the ordinary
course of business by the Company or any Restricted Subsidiary;




     (13) repurchases of the Notes; and




     (14) 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



15









 






value), when taken together with all other Investments made pursuant
to this clause (14) that are at the time outstanding not to exceed the
greater of (a) $10.0 million or (b) an amount equal to 2.5% of
Consolidated Net Tangible Assets.



     “Permitted Junior Securities” means:




     (1) Equity Interests in the Company or any Guarantor; or




     (2) debt securities that are subordinated to all Senior Debt and any
debt securities issued in exchange for Senior Debt to substantially the
same extent as, or to a greater extent than, the Notes and the Note
Guarantees are subordinated to Senior Debt under this Indenture.



     “Permitted Liens” means:




     (1) Liens on assets of the Company or any of its Restricted
Subsidiaries securing Senior Debt that was permitted by the terms of this
Indenture to be incurred;




     (2) Liens in favor of the Company or the 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 Subsidiary
of the Company; provided that such Liens were in existence prior to the
contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with
the Company or the Subsidiary;




     (4) Liens on property (including Capital Stock) existing at the time
of acquisition of the property by the Company or any Subsidiary of the
Company; provided that such Liens were in existence prior to, such
acquisition, and not incurred in contemplation of, such acquisition;




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




     (6) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by Section 4.09(b)(4) covering only the assets
acquired with or financed by such Indebtedness;




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




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




     (9) Liens imposed by law, such as carriers’, warehousemen’s,
landlord’s and mechanics’ Liens, in each case, incurred in the ordinary
course of business;




     (10) survey exceptions, easements or reservations of, or rights of
others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real property that were not incurred in
connection with Indebtedness and that do not in the aggregate materially
adversely affect the value of said properties or materially impair their
use in the operation of the business of such Person;



16









 






     (11) Liens created for the benefit of (or to secure) the Notes (or
the Note Guarantees);




     (12) Liens to secure any Permitted Refinancing Indebtedness
permitted to be incurred under this Indenture; provided, however, that:




     (a) the new Lien shall be limited to all or part of the same
property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original
Lien (plus improvements and accessions to, such property or proceeds
or distributions thereof); and




     (b) the Indebtedness secured by the new Lien is not increased to
any amount greater than the sum of (x) the outstanding principal
amount, or, if greater, committed amount, of the Permitted
Refinancing Indebtedness and (y) an amount necessary to pay any fees
and expenses, including premiums, related to such renewal, refunding,
refinancing, replacement, defeasance or discharge;




     (13) Liens securing industrial revenue bonds;




     (14) Liens securing Hedging Obligations;




     (15) judgment Liens not resulting in an Event of Default;




     (16) Liens on specific items of inventory or other goods and
proceeds of any Person securing such Person’s obligations with respect of
bankers’ acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other
goods;




     (17) Liens in favor of customs and revenue authorities to secure
payment of customs duties in connection with the importation of goods in
the ordinary course of business; and




     (18) Liens incurred in the ordinary course of business of the
Company or any Subsidiary of the Company with respect to obligations that
do not exceed $3.0 million at any one time outstanding.



     “Permitted Payments to Parent” means, without duplication as to amounts:




     (1) payments to a holding company that, directly or indirectly, owns
all of the outstanding Equity Interests of the Company, in amounts
sufficient to pay:




     (a) franchise taxes and other tax obligations or fees required
in each case to maintain its corporate existence,




     (b) costs associated with preparation of required documents for
filing with the Securities and Exchange Commission and with any
exchange on which such company’s securities are traded, and




     (c) other operating or administrative costs of up to $1.0
million per year; and




     (2) for so long as the Company is a member of a group filing a
consolidated or combined tax return with the Parent, payments to the
Parent in respect of an allocable portion of the tax



17









 






liabilities of such group that is attributable to the Company and
its Subsidiaries (“Tax Payments"). The Tax Payments shall not exceed the
lesser of (i) the amount of the relevant tax (including any penalties and
interest) that the Company would owe if the Company were filing a
separate tax return (or a separate consolidated or combined return with
its Subsidiaries that are members of the consolidated or combined group),
taking into account any carryovers and carrybacks of tax attributes (such
as net operating losses) of the Company and such Subsidiaries from other
taxable years and (ii) the net amount of the relevant tax that the Parent
actually owes to the appropriate taxing authority. Any Tax Payments
received from the Company shall be paid over to the appropriate taxing
authority within 30 days of the Parent’s receipt of such Tax Payments or
refunded to the Company.



     “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 renew, refund, refinance, replace, defease or
discharge 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 renewed, refunded,
refinanced, replaced, defeased or discharged (plus all accrued interest
on the Indebtedness and the amount of all fees and expenses, including
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 renewed, refunded, refinanced,
replaced, defeased or discharged;




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




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



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



     “Principals” means:




     (1) Parent or other holding company formed for the sole purpose of
owning, directly or indirectly, all of the outstanding Capital Stock of
the Company;




     (2) Edward F. Crawford, his children or other lineal descendants,
probate estate of any such individual, and any trust, so long as one or
more of the foregoing individuals is the beneficiary thereunder, and any
other corporation, partnership or other entity, all of the shareholders,
partners, members or owners of which are any of the foregoing;



18









 






     (3) Matthew V. Crawford, his children or other lineal descendants,
probate estate of any such individual, and any trust, so long as one or
more of the foregoing individuals is the beneficiary thereunder, and any
other corporation, partnership or other entity, all of the shareholders,
partners, members or owners of which are any of the foregoing; or




     (4) any employee stock ownership plan, or any “group” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) in which employees of the
Company or its Subsidiaries beneficially own at least 33 1/3% of the
Capital Stock of the Company or the Parent.



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



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



     “Registration Rights Agreement” means the Registration Rights Agreement,
dated as of November 30, 2004, among the Company, the Guarantors and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the
Guarantors and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional
Notes, or participate in an exchange offer for such Additional Notes, under the
Securities Act.



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



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



     “Related Party” means:




     (1) any controlling stockholder, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Principal;
or




     (2) any trust, corporation, partnership, limited liability company
or other entity, the beneficiaries, stockholders, partners, members,
owners or Persons beneficially holding an 80% or more controlling
interest of which consist of any one or more Principals and/or such other
Persons referred to in the immediately preceding clause (1).



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



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



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



19









 





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



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



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



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



     “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.



     “S&P” means Standard & Poor’s Ratings Group.



     “SEC” means the Securities and Exchange Commission.



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



     “Senior Debt” means:




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




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




     (3) any trade payables;




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




     (5) Indebtedness which is classified as non-recourse in accordance
with GAAP or any unsecured claim arising in respect thereof by reason of
the application of section 1111(b)(1) of the Bankruptcy Code.



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



20









 





     “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 of
this Indenture.



     “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 documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.



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




     (1) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after
giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) 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).



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



     “Trustee” means Wells Fargo Bank, N.A. until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.



     “Unrestricted Definitive Note” means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.



     “Unrestricted Global Note” means a Global Note that does not bear and is
not required to bear the Private Placement Legend.



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




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




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




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



21









 





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



     “Voting Stock” of any specified 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.




	 	 	 	 	 
	 	 	Defined in
	Term
	 	Section

	“Affiliate Transaction”
	 	 	4.11	 
	“Asset Sale Offer”
	 	 	3.09	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.10	 
	“incur”
	 	 	4.09	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.09	 
	“Payment Blockage Notice”
	 	 	10.03	 
	“Payment Default”
	 	 	6.01	 
	“Purchase Date”
	 	 	3.09	 
	“Redemption Date”
	 	 	3.07	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 







Section 1.03 Incorporation by Reference of Trust Indenture Act.




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



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



22









 





     “Commission” means the SEC;



     “indenture securities” means the Notes;



     “indenture security Holder” means a Holder;



     “indenture to be qualified” means this Indenture;



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



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



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



Section 1.04 Rules of Construction.




     Unless the context otherwise requires:




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




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




     (3) “or” is not exclusive;




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




     (5) “will” shall be interpreted to express a command;




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




     (7) references to sections of or rules under the Securities Act will
be deemed to include substitute, replacement of successor sections or
rules adopted by the 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
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.



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



23









 





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



     (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable
to transfers of beneficial interests in the Regulation S Global Note that are
held by Participants through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.




     At least one Officer must sign the Notes for the Company by manual or
facsimile signature.



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



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



     The Trustee will, upon receipt of a written order of the Company signed by
at least one Officer (an “Authentication Order”), authenticate Notes for
original issue that may be validly issued under this Indenture, including any
Additional Notes. The aggregate principal amount of Notes outstanding at any
time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Company pursuant to one or more Authentication Orders, except
as provided in Section 2.07 hereof.



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



Section 2.03 Registrar and Paying Agent.




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



24









 





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



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



Section 2.04 Paying Agent to Hold Money in Trust.




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



Section 2.05 Holder Lists.




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



Section 2.06 Transfer and Exchange.



     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole 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;




     (2) the Company in its sole discretion determines that the Global
Notes (in whole but not in part) should be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee; or




     (3) there has occurred and is continuing a Default or Event of
Default with respect to the Notes.



     Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged



25









 





or replaced, in whole or in part, as provided in Sections 2.07 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of,
a Global Note or any portion thereof, pursuant to this Section 2.06 or Section
2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a), however, beneficial interests
in a Global Note may be transferred and exchanged as provided in Section
2.06(b), (c) or (f) hereof.



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




     (1) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in
the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided,
however, that prior to the expiration of the Restricted Period, transfers
of beneficial interests in the Regulation S 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)(1).




     (2) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
either:




(A) both:




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




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




(B) both:




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



26









 






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



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




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




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




     (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, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.




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




     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not
(i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) 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:



27









 






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




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




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



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



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



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




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




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




     (B) if such beneficial interest is being transferred to a QIB
in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1)
thereof;




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




     (D) if such beneficial interest is being transferred pursuant
to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a



28









 






certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to an
Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than
those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable;




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




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



the 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 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)(1) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.




     (2) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. 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 (i) a
Broker-Dealer, (ii) a Person participating in the distribution of
the Exchange Notes or (iii) 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:




     (i) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial
interest for an Unrestricted Definitive



29









 






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




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




and, in each such case set forth in this subparagraph (D), if the
Registrar so requests 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.




     (3) 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)(2) hereof,
the Trustee will cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
and the Company will execute and the Trustee will authenticate and
deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(3) will be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee will deliver such
Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(3) will not bear the Private
Placement Legend.



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




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




     (A) if the Holder of such Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted
Global Note, a certificate from such Holder in the form of Exhibit
C hereto, including the certifications in item (2)(b) thereof;




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




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



30









 






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




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




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




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




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




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




     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) 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:




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



31









 






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




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



     Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.




     (3) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted
Global Note or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes.



     If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a
time when an Unrestricted Global Note has not yet been issued, the Company will
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee will authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.



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




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




     (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



32









 






     (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.




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




     (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;




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




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




     (D) the Registrar receives the following:




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




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




and, in each such case set forth in this subparagraph (D), if the
Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the 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.




     (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a
Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant
to the instructions from the Holder thereof.



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



33









 






     (1) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of the beneficial interests in the
Restricted Global Notes accepted for exchange in the Exchange Offer by
Persons that certify in the applicable Letters of Transmittal that (A)
they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as
defined in Rule 144) of the Company; and




     (2) Unrestricted Definitive Notes in an aggregate principal amount
equal to the principal amount of the Restricted Definitive Notes accepted
for exchange in the Exchange Offer by Persons that certify in the
applicable Letters of Transmittal that (A) they are not Broker-Dealers,
(B) they are not participating in a distribution of the Exchange Notes
and (C) they are not affiliates (as defined in Rule 144) of the Company.



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



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




     (1) Private Placement Legend.




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



“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE
UNITED STATES.”




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




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



34









 





“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
PARK-OHIO INDUSTRIES, INC. (THE “COMPANY”).



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”



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



     (i) General Provisions Relating to Transfers and Exchanges.




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




     (2) No service charge will 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



35









 






charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).




     (3) The Registrar will not be required to register the transfer of
or exchange of any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.




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




     (5) Neither the Registrar nor the Company will 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
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.




     (6) 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.




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




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



Section 2.07 Replacement Notes.




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



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



36









 





Section 2.08 Outstanding Notes.




     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 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, a Subsidiary of
the Company or Parent shall not be deemed to be outstanding for purposes of
Section 3.07(a) hereof.



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



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



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



Section 2.09 Treasury Notes.




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



Section 2.10 Temporary Notes.




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



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



Section 2.11 Cancellation.




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



37









 





Section 2.12 Defaulted Interest.




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



ARTICLE 3

REDEMPTION AND PREPAYMENT




Section 3.01 Notices to Trustee.




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




     (1) the clause of this Indenture pursuant to which the redemption
shall occur;




     (2) the redemption date;




     (3) the principal amount of Notes to be redeemed; and




     (4) the redemption price.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.




     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase on a pro rata basis except:




     (1) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or




     (2) if otherwise required by law or to comply with the rules of the
Depositary.



     In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.



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



38









 





apply to Notes called for redemption or purchase also apply to portions of
Notes called for redemption or purchase.



Section 3.03 Notice of Redemption.




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



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




     (1) the redemption date;




     (2) the redemption price;




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




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




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




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




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




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



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



Section 3.04 Effect of Notice of Redemption.




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



Section 3.05 Deposit of Redemption or Purchase Price.




39









 








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



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



Section 3.06 Notes Redeemed or Purchased in Part.




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



Section 3.07 Optional Redemption.




     (a) At any time prior to November 15, 2007, the Company may on any one or
more occasions redeem up to 40% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 108.375% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if
any, to the redemption date, with the net cash proceeds of one or more sales of
common Equity Interests (other than Disqualified Stock) of the Company or one
or more contributions to the Company’s common equity capital made with the net
cash proceeds of a concurrent sale of Equity Interests (other than Disqualified
Stock) of Parent; provided that:




     (1) at least 60% of the aggregate principal amount of Notes
originally issued under this Indenture (excluding Notes held by the
Company, its Subsidiaries and Parent) remains outstanding immediately
after the occurrence of such redemption; and




     (2) the redemption occurs within 60 days of the date of the closing
of such sale of Equity Interests.



     (b) Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company’s option prior to November 15, 2009.



     (c) On or after November 15, 2009, the Company may redeem, from time to
time, all or a part of the Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if
any, on the Notes redeemed to the applicable redemption date, if redeemed
during the



40









 





twelve-month period beginning on November 15 of the years indicated below,
subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date:



	 	 	 	 	 
	Year
	 	Percentage

	2009
	 	 	104.188	%
	2010
	 	 	102.792	%
	2011
	 	 	101.396	%
	2012 and thereafter
	 	 	100.000	%






     Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.



     (d) Any redemption 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 is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.



Section 3.09 Offer to Purchase by Application of Excess Proceeds.




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



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



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



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




     (1) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
will remain open;




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



41









 






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




     (4) that, unless the Company defaults in making such payment, any
Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest after the Purchase Date;




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




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




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




     (8) that, if the aggregate principal amount of Notes and other pari
passu Indebtedness surrendered by holders thereof exceeds the Offer
Amount, the Company will select the Notes and other pari passu
Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness surrendered (with
such adjustments as may be deemed appropriate by the Company so that only
Notes in denominations of $1,000, or integral multiples thereof, will be
purchased); and




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



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



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



42









 





ARTICLE 4

COVENANTS




Section 4.01 Payment of Notes.




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



     The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
interest rate on the Notes to the extent lawful.



Section 4.02 Maintenance of Office or Agency.




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



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



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



Section 4.03 Reports.




     (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will prepare, within the time
periods specified in the SEC’s rules and regulations:




     (1) all quarterly and annual reports that would be required to be
filed with the SEC on Forms 10-Q and 10-K if the Company were required to
file reports; and




     (2) 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.



43









 





     All such reports will be prepared in all material respects in accordance
with all of the rules and regulations applicable to such reports. Each annual
report on Form 10-K will include a report on the Company’s consolidated
financial statements by its certified independent accountants. The Company
will electronically file a copy of each of the reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods
specified in the rules and regulations applicable to such reports (unless the
SEC will not accept such a filing) and will post the reports on its or Parent’s
website within those time periods.



          If, at any time, the Company is no longer subject to the periodic
reporting requirements of the Exchange Act for any reason, the Company will
nevertheless continue filing the reports specified in the preceding paragraphs
with the SEC within the time periods specified above unless the SEC will not
accept such a filing. The Company will not take any action for the purpose of
causing the SEC not to accept any such filings. If, notwithstanding the
foregoing, the SEC will not accept the Company’s filings for any reason, the
Company will post the reports referred to in the preceding paragraphs on its or
Parent’s website within the time periods that would apply if the Company were
required to file those reports with the SEC.



          (b) For so long as any Notes remain outstanding, if at any time the
Company and the Guarantors are not required to file with the SEC the reports
required by Section 4.03(a), the Company and the Guarantors will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.



Section 4.04 Compliance Certificate.



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



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



Section 4.05 Taxes.




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



44









 





Section 4.06 Stay, Extension and Usury Laws.




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



Section 4.07 Restricted Payments.




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




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




     (2) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company
or any direct or indirect parent of the Company;




     (3) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness of the
Company or any Guarantor that is contractually subordinated to the Notes
or to any Note Guarantee (excluding any intercompany Indebtedness between
or among the Company and any of its Restricted Subsidiaries), except a
payment of interest or principal at the Stated Maturity thereof; or




     (4) make any Restricted Investment,



(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as “Restricted
Payments”),



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




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




     (2) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries since the date hereof (excluding Restricted Payments
permitted by clauses (2), (3), (4), (6), (7) and (8) of Section 4.07(b)),
is less than the sum, without duplication, of:




     (a) 50% of the Consolidated Net Income of the Company for the
period (taken as one accounting period) from the beginning of the
first fiscal quarter commencing after hereof to the end of the
Company’s most recently ended fiscal quarter for which internal
financial



45









 





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


     (b) 100% of the aggregate net proceeds (including the Fair Marked
Value of assets other than cash) received by the Company since the
date hereof as a contribution to its common equity capital or from the
issue or sale of Equity Interests of the Company (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); provided that any non-cash net proceeds shall be assets of
the type used or useful in a Permitted Business; plus




     (c) an amount equal to the net reduction in Investments (other
than Permitted Investments) made by the Company and its Restricted
Subsidiaries subsequent to the date hereof resulting from repurchases,
repayments or redemptions of such Investments, proceeds realized on
the sale of any such Investment and proceeds representing the return
of capital on any such Investment and dividends and distributions with
respect thereto, in each case received by the Company or any of its
Restricted Subsidiaries; provided, however, that, with respect to any
Investment, the foregoing sum shall not exceed the amount of such
Investment (excluding Permitted Investments) previously made (and
treated as a Restricted Investment) by the Company or any of its
Restricted Subsidiaries; plus




     (d) to the extent that any Unrestricted Subsidiary of the Company
designated as such after the date hereof is redesignated as a
Restricted Subsidiary after the date hereof, 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 after the date hereof; plus




     (e) 50% of any dividends received by the Company or a Restricted
Subsidiary of the Company that is a Guarantor after the date hereof
from an Unrestricted Subsidiary of the Company, to the extent that
such dividends were not otherwise included in the Consolidated Net
Income of the Company for such period; plus




     (f) $20.0 million.



     (b) The provisions of Section 4.07(a) hereof will not prohibit:




     (1) so long as no Default has occurred and is continuing or would be
caused thereby, the payment of any dividend or the consummation of any
irrevocable redemption within 60 days after the date of declaration of
the dividend or giving of the redemption notice, as the case may be, if
at the date of declaration or notice, the dividend or redemption payment
would have complied with the provisions of this Indenture;




     (2) the making of any Restricted Payment in exchange for, or out of
the net cash proceeds of the substantially concurrent sale (other than to
a Subsidiary of the Company) of, Equity Interests of the Company (other
than Disqualified Stock) or from the substantially concurrent
contribution of common equity capital to Company; provided that the
amount of any such net cash proceeds that are utilized for any such
Restricted Payment will be excluded from Section 4.02(a)(2)(b);




     (3) the repurchase, redemption, defeasance or other acquisition or
retirement for value of Indebtedness of the Company or any Guarantor that
is contractually subordinated to the Notes or



46









 






to any Note Guarantee in exchange for, or with the net cash proceeds
from a substantially concurrent incurrence of, Permitted Refinancing
Indebtedness;




     (4) the payment of any dividend (or, in the case of any partnership
or limited liability company, any similar distribution) by a Restricted
Subsidiary of the Company to the holders of its Equity Interests on a pro
rata basis;




     (5) so long as no Default has occurred and is continuing or would be
caused thereby, the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or the Parent
held by any current or former officer, director or employee of the
Company that directly or indirectly owns all of the outstanding capital
stock of the Company or the Parent (or permitted transferees of such
officers, directors or employees) pursuant to any equity subscription
agreement, stock option agreement, shareholders’ agreement or similar
agreement; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests may not
exceed $2.0 million in any twelve-month period, with unused amounts
pursuant to this clause (5) being carried over to the immediately
succeeding twelve-month period; provided that in no event shall such
amount exceed $4.0 million in any twelve-month period;




     (6) the repurchase of Equity Interests deemed to occur upon the
exercise of stock options, warrants or other convertible securities to
the extent such Equity Interests represent all or a portion of the
exercise price of those stock options, warrants or other convertible
securities or are surrendered in connection with satisfying any federal
or state income tax withholding obligation related to any such exercise;




     (7) so long as no Default has occurred and is continuing or would be
caused thereby, the declaration and payment of regularly scheduled or
accrued dividends to holders of any class or series of Disqualified Stock
of the Company or any Restricted Subsidiary of the Company issued on or
after the date hereof in accordance with the Fixed Charge Coverage Ratio
test described in Section 4.09 hereof;




     (8) Permitted Payments to Parent;




     (9) so long as no Default has occurred and is continuing or would be
caused thereby, payments made with respect to extinguishment of
fractional shares (whether in connection with the exercise of warrants,
stock options or other securities convertible into or exchangeable for
Equity Securities or otherwise), or the repurchase, redemption or other
acquisition of odd-lot shares not to exceed $500,000 in the aggregate;




     (10) the purchase or acquisition of Equity Interests of the Company
or Parent in open-market purchases, or the payment of dividends to Parent
for Parent to purchase or acquire its Equity Interests, in each case
solely to provide for matching contributions of any employees of the
Company, any of its Subsidiaries or the parent company of the Company,
pursuant to any deferred compensation plan or other benefit plan in the
ordinary course of business in an aggregate amount not to exceed $2.5
million in any calendar year; and




     (11) the repurchase, redemption or other acquisition or retirement
for value of preferred stock purchase rights issued in connection with
any shareholder rights plan that may be adopted by the Company or Parent
not to exceed $250,000.



47









 





     The amount of any Restricted Payment (other than cash) will be the Fair
Market Value on the date of the Restricted Payment of the asset(s) 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 4.07 will be determined by the Board of Directors of the
Company whose resolution with respect thereto shall be delivered to the
Trustee.



Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.




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




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




   (2) make loans or advances to the Company or any of its Restricted
Subsidiaries; or




   (3) sell, lease or transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries.



     (b) The restrictions in Section 4.08(a) will not apply to encumbrances or
restrictions existing under or by reason of:




   (1) agreements governing Existing Indebtedness and Credit Facilities
as in effect on the date hereof and any amendments, restatements,
modifications, renewals, supplements, refundings, replacements or
refinancings of those agreements; provided that the amendments,
restatements, modifications, renewals, supplements, refundings,
replacements 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;




   (2) this Indenture and the Notes and the Note Guarantees and the
Exchange Notes and the related Guarantees to be issued pursuant to the
Registration Rights Agreement;




   (3) applicable law, rule, regulation or order;




   (4) 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 and any amendments, restatements, modifications, renewals,
supplements, refundings, replacements or refinancings of such instrument;
provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred and in the case
of amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings, such amendments, restatements,
modifications, renewals, supplements, refundings, replacements or
refinancings are not more 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;



48









 






     (5) customary non-assignment provisions in contracts, leases and
licenses entered into in the ordinary course of business;




     (6) purchase money obligations for property acquired in the ordinary
course of business and Capital Lease Obligations that impose restrictions
on the property purchased or leased of the nature described in Section
4.08(a)(3);




     (7) any agreement for the sale or other disposition of a Restricted
Subsidiary or the assets of a Restricted Subsidiary pending the sale or
other disposition of such assets or Restricted Subsidiary;




     (8) 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;




     (9) Liens permitted to be incurred under the provisions of Section
4.12 that limit the right of the debtor to dispose of the assets subject
to such Liens;




     (10) provisions limiting the disposition or distribution of assets
or property in joint venture agreements, asset sale agreements,
sale-leaseback agreements, stock sale agreements and other similar
agreements entered into with the approval of the Company’s Board of
Directors, which limitation is applicable only to the assets that are the
subject of such agreements;




     (11) agreements governing Indebtedness of any Foreign Subsidiary
incurred in compliance with this Indenture; and




     (12) restrictions on cash or other deposits or net worth imposed by
leases or contracts with customers, in each case, entered into in the
ordinary course of business.



Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.




     (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt), and the Company will not issue any Disqualified Stock and will
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 Guarantor may incur
Indebtedness (including Acquired Debt) or issue preferred stock, 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 or such preferred stock is issued, as the case may be, would
have been at least 2.0 to 1, 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 Disqualified Stock or the preferred stock
had been issued, as the case may be, at the beginning of such four-quarter
period.



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




     (1) the incurrence by the Company and any Guarantor of additional
Indebtedness and letters of credit under Credit Facilities in an
aggregate principal amount at any one time



49









 






outstanding under this clause (1) (with letters of credit being
deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder) not
to exceed the greater of: (a) $185.0 million or (b) the amount of the
Borrowing Base as of the date of such incurrence, in each case, less the
aggregate amount of all Net Proceeds of Asset Sales applied by the
Company or any of its Restricted Subsidiaries since the date hereof to
repay any term Indebtedness under a Credit Facility or to repay any
revolving credit Indebtedness under a Credit Facility and effect a
corresponding commitment reduction thereunder pursuant to Section 4.10;




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




     (3) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Notes and the related Note Guarantees to be issued on
the date hereof and the Exchange Notes and the related Note Guarantees to
be issued pursuant to the Registration Rights Agreement;




     (4) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred
for the purpose of financing all or any part of the purchase price or
cost of design, construction, installation or improvement of property,
plant or equipment used in the business of the Company or any of its
Restricted Subsidiaries, provided that the aggregate principal amount of
any such incurrence does not cause the aggregate principal amount of
Indebtedness then outstanding under this clause (4), including all
Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this
clause (4), to exceed 7.5% of the Company’s Consolidated Tangible Assets
as set forth on the most recent balance sheet of the Company, on a
consolidated basis, determined in accordance with GAAP;




     (5) 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 renew, refund, refinance, replace,
defease or discharge any Indebtedness (other than intercompany
Indebtedness) that was permitted by this Indenture to be incurred under
Section 4.09(a) or clauses (2), (3), (4), (5), or (14) of this Section
4.09(b);




     (6) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries; provided, however, that:




     (a) if the Company or any Guarantor is the obligor on such
Indebtedness and the payee is not the Company or a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in
full in cash of all Obligations then due with respect to the Notes,
in the case of the Company, or the Note Guarantee, in the case of a
Guarantor; and




     (b) (i) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a
Person other than the Company or a Restricted Subsidiary of the
Company and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a
Restricted Subsidiary of the Company,




will be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case
may be, that was not permitted by this clause (6);



50









 






     (7) the issuance by any of the Company’s Restricted Subsidiaries to
the Company or to any of its Restricted Subsidiaries of shares of
preferred stock; provided, however, that:




     (a) any subsequent issuance or transfer of Equity Interests
that results in any such preferred stock being held by a Person
other than the Company or a Restricted Subsidiary of the Company;
and




     (b) any sale or other transfer of any such preferred stock to
a Person that is not either the Company or a Restricted Subsidiary
of the Company,




will be deemed, in each case, to constitute an issuance of such preferred
stock by such Restricted Subsidiary that was not permitted by this clause
(7);




     (8) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations in the ordinary course of business;




     (9) the guarantee by the Company or any of the Guarantors of
Indebtedness of the Company or a Restricted Subsidiary of the Company
that was permitted to be incurred by another provision of this Section
4.09; provided that if the Indebtedness being guaranteed is subordinated
to or pari passu with the Notes, then the Guarantee shall be subordinated
or pari passu, as applicable, to the same extent as the Indebtedness
guaranteed;




     (10) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness in respect of workers’ compensation claims,
self-insurance obligations, bankers’ acceptances, performance and surety
bonds in the ordinary course of business;




     (11) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds or in respect of netting
services, overdraft protection and otherwise in connection with deposit
accounts, so long as such Indebtedness is covered within five business
days;




     (12) the incurrence by Foreign Subsidiaries of Indebtedness in an
aggregate principal amount at any time outstanding pursuant to this
clause (12), including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (12), not to exceed $15.0 million (or
the equivalent thereof, measured at the time of each incurrence, in
applicable foreign currency);




     (13) Indebtedness arising from any agreement entered into by the
Company or any of its Restricted Subsidiaries providing for
indemnification, purchase price adjustment or similar obligations, in
each case, incurred or assumed in connection with the disposition of any
business or assets of the Company or any of its Restricted Subsidiaries
or Capital Stock of any of its Restricted Subsidiaries; provided that the
maximum aggregate liability in respect of all such Indebtedness incurred
pursuant to this clause (13) shall at no time exceed the gross proceeds
actually received by the Company and its Restricted Subsidiaries in
connection with such depositions; and




     (14) the incurrence by the Company or any Guarantor of additional
Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including



51









 






all Permitted Refinancing Indebtedness incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (14), not to exceed $40.0 million.



     For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (14) above
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
will be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness,
in any manner that complies with this Section 4.09. Indebtedness permitted by
this Section 4.09 need not be permitted solely by reference to one provision
permitting such Indebtedness but may be permitted in part by one such provision
and in part by one or more other provisions of this Section 4.09 permitting
such Indebtedness. Indebtedness under Credit Facilities outstanding on the
date on which Notes are first issued and authenticated under this Indenture
will initially be deemed to have been incurred on such date in reliance on the
exception provided by clause (1) of the definition of Permitted Debt. The
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, the reclassification of preferred stock as
Indebtedness due to a change in accounting principles, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section
4.09; provided, in each such case, that the amount thereof is included in Fixed
Charges of the Company as accrued. Notwithstanding any other provision of this
Section 4.09, the maximum amount of Indebtedness that the Company or any
Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values.



          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;



          (2) the principal amount of the Indebtedness, in the case of any other
Indebtedness; and



          (3) in respect of Indebtedness of another Person secured by a Lien on the
assets of the specified Person, the lesser of:




     (A) the Fair Market Value of such assets at the date of
determination; and




     (B) the amount of the Indebtedness of the other Person.



Section 4.10 Asset Sales.




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




     (1) the Company (or the applicable Restricted Subsidiary, as the
case may be) receives consideration at the time of the Asset Sale at
least equal to the Fair Market Value of the assets or Equity Interests
sold or issued or otherwise disposed of; and




     (2) at least 75% of the consideration received in the Asset Sale by
the Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents. For purposes of this provision, each of the following shall
be deemed to be cash:



52









 






     (A) any liabilities, as shown on the Company’s most recent
consolidated balance sheet, of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes or any Note Guarantee)
that are unconditionally assumed by the transferee of any such
assets to the extent that the Company or the applicable Restricted
Subsidiary is released from all liability with respect thereto;




     (B) 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 after receipt, to the extent of the cash
received in that conversion;




     (C) any stock or assets of the kind referred to in clauses (2)
or (4) of the next paragraph of this Section 4.10; and




     (D) a combination of the consideration specified in clauses
(A) through (C).



     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company (or the applicable Restricted Subsidiary, as the case may be) may
apply such Net Proceeds at its option:




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




     (2) to acquire all or substantially all of the assets of, or any
Capital Stock of, another Permitted Business, if, after giving effect to
any such acquisition of Capital Stock, the Permitted Business is or
becomes a Restricted Subsidiary of the Company;




     (3) to make a capital expenditure;




     (4) to acquire other assets that are not classified as current
assets under GAAP and that are used or useful in a Permitted Business; or




     (5) a combination of repayments, acquisitions and expenditures
permitted by the foregoing clauses (1) through (4).



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



     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the second paragraph of this Section 4.10 will constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million,
within 15 days thereof, the Company will make an Asset Sale Offer to all
Holders of Notes and all holders of other Indebtedness that is pari passu with
the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets in accordance with Section 3.09 hereof 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 plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase and will 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



53









 





to be purchased on a pro rata basis. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero.



          The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such 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 provisions
of Section 3.09 hereof or this Section 4.10, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.10 by
virtue of such compliance.



Section 4.11 Transactions with Affiliates.




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




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




          (2) the Company delivers to the Trustee:




          (A) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in
excess of $2.0 million, a resolution of the Board of Directors of
the Company set forth in an Officers’ Certificate certifying that
such Affiliate Transaction complies with clause (1) of this Section
4.11(a) and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors of
the Company; and




          (B) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in
excess of $15.0 million, an opinion as to the fairness to the
Company or such Subsidiary of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.



          (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a)
hereof:



     (1) any employment agreement, employee benefit plan, officer or director
indemnification agreement, or any similar arrangement (including vacation
plans, health and life insurance plans, deferred compensation plans,
retirement or savings plans, and stock option, stock ownership and similar
plans) entered into by the Company or any of its Restricted Subsidiaries, any
payment of compensation (including awards or grants in cash, securities or
other payments) for the personal service of officers and employees of the
Company or any of its Restricted Subsidiaries and payments of reasonable
directors fees, in each case entered into or paid by the Company or any of
its Restricted Subsidiaries in the ordinary course of business and payments
pursuant thereto;



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



54









 





     (3) transactions with a Person (other than an Unrestricted Subsidiary of
the Company) that is an Affiliate of the Company solely because the Company
owns, directly or through a Restricted Subsidiary, an Equity Interest in, or
controls, such Person;



     (4) any issuance of Equity Interests (other than Disqualified Stock) of
the Company to Affiliates of the Company;



     (5) loans and advances to officers, directors or employees of the
Company or any of its Restricted Subsidiaries made in the ordinary course of
business; provided that such loans and advances do not exceed $2.5 million in
the aggregate at any one time outstanding;



     (6) Restricted Payments that do not violate Section 4.07 hereof;



     (7) Permitted Payments to Parent; and



     (8) any transaction arising out of agreements existing on the date
hereof and described in the “Related Party Transactions” section of the
Offering Memorandum and any amendment thereto or replacement thereof that,
taken as a whole, is no less favorable to the Company than the agreement as
in effect on the date hereof.



Section 4.12 Liens.




          The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness, Attributable Debt or trade payables upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligations are no longer
secured by a Lien.



Section 4.13 [Intentionally Omitted.]




Section 4.14 Corporate Existence.




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




          (1) its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time)
of the Company or any such Subsidiary; and




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



Section 4.15 Offer to Repurchase Upon Change of Control.




55









 






     (a) Upon the occurrence of a Change
of Control, the Company will make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of that
Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest and Liquidated Damages,
if any, on the Notes repurchased to the date of purchase, subject
to the rights of Holders on the relevant record date to
receive interest due on the relevant interest payment
date (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Company will mail
a notice to each Holder describing the transaction
or transactions that constitute the Change of Control and stating:



     (1) that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes tendered will be accepted for payment;




     (2) the purchase price and the purchase date, which shall be no
earlier than 30 days and no later than 60 days from the date such notice
is mailed (the “Change of Control Payment Date”);




     (3) that any Note not tendered will continue to accrue interest;




     (4) that, unless the Company defaults in the payment of the Change
of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of
Control Payment Date;




     (5) that Holders electing to have any Notes purchased pursuant to a
Change of Control Offer will be required to surrender the Notes, with the
form entitled “Option of Holder to Elect Purchase” attached to the Notes
completed, or transfer by book-entry transfer, to the Paying Agent at the
address specified in the notice prior to the close of business on the
third Business Day preceding the Change of Control Payment Date;




     (6) that Holders will be entitled to withdraw their election if the
Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram,
telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and




     (7) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to
$1,000 in principal amount or an integral multiple thereof.



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



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




     (1) accept for payment all Notes or portions of Notes properly
tendered and not withdrawn pursuant to the Change of Control Offer;



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     (2) deposit with the Paying Agent (or, if the Company or any of its
Restricted Subsidiaries or Parent is acting as Paying Agent, segregate
and hold in trust) an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




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



     Upon receiving the Change of Control Payment from the Company, the Paying
Agent will promptly mail (but in any case not later than five days after the
Change of Control Payment Date) 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. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.



     Prior to complying with any of the provisions of this Section 4.15, but in
any event within 90 days following a Change of Control, the Company will either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of Notes required by this Section 4.15.



     (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner,
at the times and otherwise in compliance with the requirements set forth in
this Section 4.15 and Section 3.09 hereof and purchases all Notes properly
tendered and not withdrawn under the Change of Control Offer, or (2) notice of
redemption has been given pursuant to Section 3.07 hereof, unless and until
there is a default in payment of the applicable redemption price.



Section 4.16 No Layering of Debt.




     The Company will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is contractually subordinate or junior
in right of payment to any Senior Debt of the Company and senior in right of
payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is contractually
subordinate or junior in right of payment to the Senior Debt of such Guarantor
and senior in right of payment to such Guarantor’s Note Guarantee. No such
Indebtedness will be considered to be senior by virtue of being secured on a
first or junior priority basis.



Section 4.17 Limitation on Sale and Leaseback Transactions.




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




     (1) the Company or that Guarantor, as applicable, could have
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 Section 4.09(a) hereof; and




     (2) the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with, Section 4.10 hereof.



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Section 4.18 [Intentionally Omitted.]




Section 4.19 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 to or for the benefit of any Holder 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 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 4.20 Additional Note Guarantees.




     If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date hereof, then the Company will cause
that newly acquired or created Domestic Subsidiary to execute a Note Guarantee
pursuant to a supplemental indenture substantially in the form of Exhibit F
hereto, form and substance satisfactory to the Trustee and deliver an Opinion
of Counsel to the Trustee within 20 Business Days of the date on which it was
acquired or created (or ceased to be an Immaterial Subsidiary, to the extent
applicable) to the effect that such supplemental indenture has been duly
authorized, executed and delivered by that Domestic Subsidiary and constitutes
a valid and binding agreement of that Domestic Subsidiary, enforceable in
accordance with its terms (subject to customary exceptions); provided that any
Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a
Guarantor until such time as it ceases to be an Immaterial Subsidiary. The
form of such Note Guarantee is attached as Exhibit E hereto.



Section 4.21 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
designated as Unrestricted 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 Section 4.07 hereof or under one or more clauses of the
definition of 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 that redesignation
would not cause a Default.



     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 a resolution of the Board of Directors giving effect to such
designation and an Officers’ Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07
hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements 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 hereof, the Company
will be in default of such covenant. 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 a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if



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(1) such Indebtedness is permitted under Section 4.09 hereof, calculated
on a pro forma basis as if such designation had occurred at the beginning of
the four-quarter reference period; and (2) no Default or Event of Default would
be in existence following such designation.



ARTICLE 5

SUCCESSORS




Section 5.01 Merger, Consolidation, or Sale of Assets.




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




     (1) either:




     (A) the Company is the surviving corporation; or




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




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




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




     (4) the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such
sale, assignment, transfer, conveyance or other disposition has been made
would, 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, (a) 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(a) or (b)
have a Fixed Charge Coverage Ratio that is no less than the Fixed Charge
Coverage Ratio of the Company immediately prior to such transaction.



     In addition, the Company will not, directly or indirectly, lease all or
substantially all of its and its Restricted Subsidiaries’ properties or assets,
taken as a whole, in one or more related transactions, to any other Person.



     This Section 5.01 will not apply to:




     (1) a merger of the Company with an Affiliate solely for the purpose
of reincorporating the Company in another jurisdiction; or




     (2) any consolidation or merger, or any sale, assignment, transfer,
conveyance, lease or other disposition of assets between or among the
Company and its Restricted Subsidiaries.



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Section 5.02 Successor Corporation Substituted.




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



ARTICLE 6

DEFAULTS AND REMEDIES




Section 6.01 Events of Default.




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




     (1) default for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes, whether or not
prohibited by the subordination provisions of this Indenture;




     (2) default in the payment when due (at maturity, upon redemption or
otherwise) of the principal of, or premium, if any, on, the Notes,
whether or not prohibited by the subordination provisions of this
Indenture;




     (3) failure by the Company or any of its Restricted Subsidiaries to
comply with the provisions of Section 5.01 hereof;




     (4) failure by the Company or any of its Restricted Subsidiaries for
60 days after notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding
voting as a single class to comply with any of the other agreements in
this Indenture;




     (5) 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 of this 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,



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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;




     (6) failure by the Company or any of its Restricted Subsidiaries to
pay final judgments entered by a court or courts of competent
jurisdiction aggregating in excess of $10.0 million, excluding amounts
covered by insurance, which judgments are not paid, discharged or stayed
for a period of 60 days after the date on which the right to appeal has
expired;




     (7) the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary
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;




     (8) 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 Restricted
Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary in an involuntary case;




     (B) appoints a custodian of the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary; or




     (C) orders the liquidation of the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary;




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




     (9) except as permitted by this Indenture, any Note Guarantee by a
Guarantor that is a Significant Subsidiary of the Company is held in any
judicial proceeding to be unenforceable or invalid or ceases for any
reason to be in full force and effect, or any Guarantor that is a
Significant Subsidiary of the Company, or any Person acting on behalf of
any Guarantor, denies or disaffirms its obligations under its Note
Guarantee.



Section 6.02 Acceleration.




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     In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately.



     Upon any such declaration, the Notes shall become due and payable
immediately.



     The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium, if any, or Liquidated
Damages, if any, that has become due solely because of the acceleration) have
been cured or waived.



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
Liquidated Damages, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.



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



Section 6.04 Waiver of Past Defaults.




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



Section 6.05 Control by Majority.




     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.



Section 6.06 Limitation on Suits.




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




     (1) such Holder gives to the Trustee written notice that an Event of
Default is continuing;




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




     (3) such Holder or Holders offer and, if requested, provide to the
Trustee security or indemnity reasonably satisfactory to the Trustee
against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of security or indemnity; and




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



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



Section 6.07 Rights of Holders of Notes to Receive Payment.




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



Section 6.08 Collection Suit by Trustee.




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



Section 6.09 Trustee May File Proofs of Claim.




     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
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



63









 





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 or property pursuant to this Article 6,
it shall pay out the money and property 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;




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




     Third: to the Company or any other obligors on the Notes, including
the Guarantors, or to such party as a court of competent jurisdiction
shall direct.



     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.



Section 6.11 Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than
10% in aggregate 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
will exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s
own affairs.



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



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




     (2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee will examine the certificates and
opinions specifically required to be furnished to it under this Indenture
to determine whether or not they substantially conform to the
requirements of this Indenture.



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




     (1) this paragraph does not limit the effect of paragraph (b) of
this Section 7.01;




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




     (3) the Trustee will not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.



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



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



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



Section 7.02 Rights of Trustee.




     Subject to TIA § 315(a) through (d):



     (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 any such document.



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



65









 





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



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



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



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



     (g) The Trustee shall not be required to give any bond or surety in
respect of the performance or exercise of its powers or duties hereunder.



     (h) The Trustee shall not deemed to have notice or be charged with
knowledge of any Default or Event of Default unless the Trustee shall have
received from the Company, any Guarantor or any other obligor upon the Notes or
from any Holder written notice thereof at its address set forth in Section
13.02 hereof, and such notice references the Notes and this Indenture. In the
absence of any such notice, the Trustee may conclusively assume that no Default
or Event of Default exists.



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 (if this Indenture has been qualified under the TIA and to
the extent permitted by TIA § 3.10(b)) or resign. Any Agent may do the same
with like rights and duties. The Trustee is also subject to Sections 7.10 and
7.11 hereof.



Section 7.04 Trustee’s Disclaimer.




     The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money
paid to the Company or upon the Company’s direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication and the Statement
of Eligibility and Qualification on Form T-1 to be supplied to the Company in
connection with the Exchange Offer Registration Statement and/or Shelf
Registration Statement.



Section 7.05 Notice of Defaults.




     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any,
or Liquidated Damages, if any, or interest on, any Note, the Trustee may
withhold the notice if and so



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long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.



Section 7.06 Reports by Trustee to Holders of the Notes.




     (a) Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA § 313(a) (but if no event described in
TIA § 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also will comply with TIA §
313(b)(2). The Trustee will also transmit by mail all reports as required by
TIA § 313(c).



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



Section 7.07 Compensation and Indemnity.




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



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



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



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



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



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



Section 7.08 Replacement of Trustee.




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



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




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




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




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




     (4) the Trustee becomes incapable of acting.



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



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



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



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



Section 7.09 Successor Trustee by Merger, etc.




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



Section 7.10 Eligibility; Disqualification.




     There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least
$100.0 million as set forth in its most recent published annual report of
condition.



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



Section 7.11 Preferential Collection of Claims Against Company.




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



ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




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



Section 8.02 Legal Defeasance and Discharge.




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




     (1) the rights of Holders of outstanding Notes to receive payments
in respect of the principal of, or interest or premium and Liquidated
Damages, if any, on, such Notes when such payments are due from the trust
referred to in Section 8.04 hereof;




     (2) the Company’s obligations with respect to such Notes under
Article 2 and Section 4.02 hereof;



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     (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s and the Guarantors’ obligations in connection
therewith; and




     (4) this Article 8.



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



Section 8.03 Covenant Defeasance.




     Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.19,
4.20, 4.21 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section
8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes
will thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes
and Note Guarantees, the Company and the Guarantors may omit to comply with and
will have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and
such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of
this Indenture and such Notes and Note Guarantees will be unaffected thereby.
In addition, upon the Company’s exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, the events described in Sections
6.01(3) through 6.01(5) hereof will not constitute Events of Default.



Section 8.04 Conditions to Legal or Covenant Defeasance.



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




     (1) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will
be sufficient, in the opinion of a nationally recognized investment bank,
appraisal firm, or firm of independent public accountants, to pay the
principal of, or interest and premium, if any, and Liquidated Damages, if
any, on the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be, and the Company
must specify whether the Notes are being defeased to such stated date for
payment or to a particular redemption date;




     (2) in the case of an election under Section 8.02 hereof, the
Company must deliver to the Trustee an Opinion of Counsel confirming
that:




     (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling; or



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     (B) since the date of this Indenture, there has been a change
in the applicable federal income tax law,




in either case to the effect that, and based thereon such Opinion
of Counsel 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;




     (3) in the case of an election under Section 8.03 hereof, the
Company must deliver to the Trustee an Opinion of Counsel confirming that
the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;




     (4) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such
deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or
any Guarantor is a party or by which the Company or any Guarantor is
bound;




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




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




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



     The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04



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hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Notes.



     Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.



Section 8.06 Repayment to Company.




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



Section 8.07 Reinstatement.




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



ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




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




     (1) cure any ambiguity, defect or inconsistency;



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




     (3) provide for the assumption of the Company’s or a Guarantor’s
obligations to Holders and Note Guarantees by a successor to the Company
or such Guarantor pursuant to Article 5 or Article 11 hereof;




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




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




     (6) conform the text of this Indenture, the Note Guarantees or the
Notes to any provision of the “Description of Notes” section of the
Company’s Offering Memorandum, to the extent that such provision in that
“Description of Notes” was intended to be a verbatim recitation of a
provision of this Indenture, the Note Guarantees or the Notes;




     (7) provide for the issuance of Additional Notes in accordance with
the limitations set forth in this Indenture as of the date hereof; or




     (8) allow any Guarantor to execute a supplemental indenture and/or a
Note Guarantee with respect to the Notes.



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



Section 9.02 With Consent of Holders of Notes.




     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes (including, without limitation, Additional Notes, if
any) voting as a single class (including, without limitation, 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 Liquidated Damages, if any, or interest
on, the Notes, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture or the Notes
or the Note Guarantees may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes
(including, without limitation, Additional Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08
hereof shall determine which Notes are considered to be “outstanding” for
purposes of this Section 9.02.



     Upon the request of the Company and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders as
aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee will join with the Company and the Guarantors
in the execution of such amended or supplemental indenture unless such amended
or supplemental indenture



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directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but will not be obligated to,
enter into such amended or supplemental Indenture.


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



     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of
a majority in aggregate principal amount of the Notes then outstanding voting
as a single class may waive compliance in a particular instance by the Company
with any provision of this Indenture or the Notes or the Note Guarantees.
However, without the consent of each Holder affected, an amendment, supplement
or waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):




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




     (2) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of
the Notes (other than the requirement to provide not less than 30 days
notice as set forth in Section 3.03 hereof and except as provided above
with respect to Sections 3.09, 4.10 and 4.15 hereof);




     (3) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;




     (4) waive a Default or Event of Default in the payment of principal
of, or premium, if any, or Liquidated Damages, if any, or interest 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 then
outstanding Notes and a waiver of the payment default that resulted from
such acceleration);




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




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




     (7) waive a redemption payment with respect to any Note (other than
a payment required by Sections 3.09, 4.10 or 4.15 hereof);




     (8) release any Guarantor from any of its obligations under its Note
Guarantee or this Indenture, except in accordance with the terms of this
Indenture; or




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



     In addition, any amendment to, or waiver of, the provisions of this
Indenture relating to subordination that adversely affects the rights of
Holders will require the consent of Holders of at least 75% in aggregate
principal amount of Notes then outstanding.



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Section 9.03 Compliance with Trust Indenture Act.




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




Section 9.04 Revocation and Effect of Consents.




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



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. Alternatively, the
Company in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



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



Section 9.06 Trustee to Sign Amendments, etc.




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



ARTICLE 10

SUBORDINATION




Section 10.01 Agreement to Subordinate.




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



Section 10.02 Liquidation; Dissolution; Bankruptcy.




     Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company



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or its property, in an assignment for the benefit of creditors or any
marshaling of the Company’s assets and liabilities:




     (1) holders of Senior Debt will be entitled to receive payment in
full in cash or any other consideration acceptable to the holders
thereof, of all Obligations due in respect of such Senior Debt (including
interest after the commencement of any bankruptcy proceeding at the rate
specified in the applicable Senior Debt) before the Holders will be
entitled to receive any payment with respect to the Notes (except that
Holders of Notes may receive and retain Permitted Junior Securities and
payments made from any defeasance trust created pursuant to Section 8.01
hereof); and




     (2) until all Obligations with respect to Senior Debt (as provided
in clause (1) above) are paid in full, any distribution to which Holders
would be entitled but for this Article 10 will be made to holders of
Senior Debt (except that Holders of Notes may receive and retain
Permitted Junior Securities and payments made from any defeasance trust
created pursuant to Section 8.01 hereof), as their interests may appear.



Section 10.03 Default on Designated Senior Debt.




     (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than Permitted Junior Securities and payments made from any defeasance trust
created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:




     (1) payment default on Designated Senior Debt occurs and is
continuing beyond any applicable grace period in the agreement, indenture
or other document governing such Designated Senior Debt; or




     (2) any other default occurs and is continuing on any series of
Designated Senior Debt that permits holders of that series of Designated
Senior Debt to accelerate its maturity and the Trustee receives a notice
of such default (a “Payment Blockage Notice”) from the Company or the
holders of any Designated Senior Debt. If the Trustee receives any such
Payment Blockage Notice, no subsequent Payment Blockage Notice will be
effective for purposes of this Section 10.03 unless and until (A) at
least 360 days have elapsed since the delivery of the immediately prior
Payment Blockage Notice and (B) all scheduled payments of principal,
premium, if any, and Liquidated Damages, if any, and interest on the
Notes that have come due have been paid in full in cash.



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



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




     (1) in the case of a payment default, upon the date upon which such
default is cured or waived, or




     (2) in the case of a nonpayment default, upon the earlier of the
date on which such nonpayment default is cured or waived or 179 days
after the date on which the applicable



76









 






Payment Blockage Notice is received, unless the maturity of any
Designated Senior Debt has been accelerated,



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




Section 10.04 Acceleration of Notes.




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



Section 10.05 When Distribution Must Be Paid Over.




     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.03 hereof, such payment
will be held by the Trustee or such Holder, for the benefit of, and will be
paid forthwith over and delivered, upon written request, to, the holders of
Senior Debt as their interests may appear or their Representative under the
agreement, indenture or other document (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with
their terms, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Debt.



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



Section 10.06 Notice by Company.




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



Section 10.07 Subrogation.




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



Section 10.08 Relative Rights.




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




     (1) impair, as between the Company and Holders, the obligation of
the Company, which is absolute and unconditional, to pay principal of,
premium, if any, and interest and Liquidated Damages, if any, on, the
Notes in accordance with their terms;




     (2) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of Senior Debt; or




     (3) prevent the Trustee or any Holder from exercising its available
remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Debt to receive distributions and payments
otherwise payable to Holders.



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



Section 10.09 Subordination May Not Be Impaired by Company.




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



Section 10.10 Distribution or Notice to Representative.




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



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



Section 10.11 Rights of Trustee and Paying Agent.




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



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



Section 10.12 Authorization to Effect Subordination.




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



Section 10.13 Amendments.




     The provisions of this Article 10 may not be amended or modified without
the written consent of the holders of all Senior Debt. In addition, any
amendment to, or waiver of, the provisions of this Article 10 that adversely
affects the rights of the Holders will require the consent of the Holders of at
least 75% in aggregate principal amount of Notes then outstanding.



ARTICLE 11

NOTE GUARANTEES




Section 11.01 Guarantee.




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




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




     (2) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid
in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or
otherwise.



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



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



79









 





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



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



Section 11.02 Subordination of Note Guarantee.




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



Section 11.03 Limitation on Guarantor Liability.




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



Section 11.04 Execution and Delivery of Note Guarantee.




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



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



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



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



     In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture,
if required by Section 4.20 hereof, the Company will cause such Domestic
Subsidiary to comply with the provisions of Section 4.20 hereof and this
Article 11, to the extent applicable.



Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.




     Except as otherwise provided in Section 11.06 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:




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




     (2) either:




          (a) the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation
or merger unconditionally assumes all the obligations of that Guarantor
under this Indenture, its Note Guarantee and the Registration Rights
Agreement on the terms set forth herein or therein, pursuant to a
supplemental indenture satisfactory to the Trustee; or




          (b) the Net Proceeds of such sale or other disposition are applied
in accordance with the applicable provisions of this Indenture, including
without limitation, Section 4.10 hereof.



     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 Note
Guarantee endorsed upon the Notes and the due and punctual performance of all
of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person will succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Note
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 Note Guarantees so issued will in all respects have the same
legal rank and benefit under this Indenture as the Note Guarantees theretofore
and thereafter issued in accordance with the terms of this Indenture as though
all of such Note Guarantees had been issued at the date of the execution
hereof.



     Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of
the Notes will prevent any consolidation or merger of a Guarantor with or into
the Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.



Section 11.06 Releases.




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     (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) the Company or a Restricted Subsidiary of the
Company, then such Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Note Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the provisions of Section 4.10 hereof. Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Company in
accordance with the provisions of Section 4.10 hereof, the Trustee will execute
any documents reasonably required in order to evidence the release of any
Guarantor from its obligations under its Note Guarantee.



     (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released
and relieved of any obligations under its Note Guarantee.



     (c) Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 12
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.



     Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 11.06 will remain liable for the full amount of
principal of and interest and premium, if any, and Liquidated Damages, if any,
on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 11.



ARTICLE 12

SATISFACTION AND DISCHARGE




Section 12.01 Satisfaction and Discharge.




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




     (1) either:




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




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



82









 






     (2) 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) and
the deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Company or any Guarantor
is a party or by which the Company or any Guarantor is bound;




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




     (4) the Company has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the
payment of the Notes at maturity or on the redemption date, as the case
may be.



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




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



Section 12.02 Application of Trust Money.




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



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



ARTICLE 13

MISCELLANEOUS




Section 13.01 Trust Indenture Act Controls.




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



Section 13.02 Notices.




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



	 	 	 
	

	 	If to the Company and/or any Guarantor:
	 
	 	 
	

	 	Park-Ohio Industries, Inc.
	

	 	23000 Euclid Avenue
	

	 	Cleveland, Ohio 44117
	

	 	Facsimile No.: (216) 692-6877
	

	 	Attention: General Counsel
	 
	 	 
	

	 	With a copy to:
	 
	 	 
	

	 	Jones Day
	

	 	North Point
	

	 	901 Lakeside Avenue
	

	 	Cleveland, Ohio 44114
	

	 	Facsimile No.: (216) 579-0212
	

	 	Attention: Christopher M. Kelly, Esq.
	 
	 	 
	

	 	If to the Trustee:
	 
	 	 
	

	 	Wells Fargo Bank, N.A.
	

	 	Sixth & Marquette; N9303-120
	

	 	Minneapolis, Minnesota 55479
	

	 	Fax: (612) 667-9825
	

	 	Attn: Corporate Trust Services







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



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



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



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



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



84









 





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




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



Section 13.04 Certificate and Opinion as to Conditions Precedent.




     Except, as otherwise provided in this Section 13.04, upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:




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




     (2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth
in Section 13.05 hereof) stating that, in the opinion of such counsel,
all such conditions precedent and covenants have been satisfied.



     Notwithstanding any provision in this Indenture to the contrary, the
Company shall not be required to furnish to the Trustee an Officers’
Certificate or Opinion of Counsel in connection with the issuance of the
Initial Notes on the date hereof or the issuance of the Exchange Notes in
connection with the consummation of the Exchange Offer.



Section 13.05 Statements Required in Certificate or Opinion.




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




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




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




     (3) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary, which may include
reliance on certifications or representations provided or made by others,
to enable him or her to express an informed opinion as to whether or not
such covenant or condition has been satisfied; and




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



Section 13.06 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 13.07 No Personal Liability of Directors, Officers, Employees and
Shareholders.




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     No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note 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 issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.



Section 13.08 Governing Law.




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



Section 13.09 No Adverse Interpretation of Other Agreements.




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



Section 13.10 Successors.




     All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.06 hereof.



Section 13.11 Severability.




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



Section 13.12 Counterpart Originals.




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



Section 13.13 Table of Contents, Headings, etc.




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



[Signatures on following page]




86









 









SIGNATURES




Dated as of November 30, 2004




	 	 	 	 	 
	 	 	Park-Ohio Industries, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack


Title: General Counsel and Secretary
	 
	 	 	 	 
	 	 	Ajax Tocco Magnethermic Corporation
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack


Title: Secretary
	 
	 	 	 	 
	 	 	ATBD, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


	

	 	 	 	Name: Robert D. Vilsack


Title: Secretary
	 
	 	 	 	 
	 	 	Blue Falcon Travel, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack


Title: Secretary
	 
	 	 	 	 
	 	 	Columbia Nut & Bolt LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Control Transformer, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary







 









 






	 	 	 	 	 
	 	 	Donegal Bay Ltd.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Feco, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Forging Parts & Machining Company
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	GAMCO Components Group LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Gateway Industrial Supply LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	General Aluminum Mfg. Company
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary







 









 






	 	 	 	 	 
	 	 	ILS Technology LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Integrated Logistics Holding Company
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Integrated Logistics Solutions LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


	

	 	 	 	Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Lallegro, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Lewis & Park Screw & Bolt Company
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Park Avenue Travel Ltd.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary







 









 






	 	 	 	 	 
	 	 	Park-Ohio Forged & Machined Products LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Park-Ohio Products, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Pharmaceutical Logistics, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Pharmacy Wholesale Logistics, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	PMC – Colinet, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	PMC Industries Corp.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary







 









 






	 	 	 	 	 
	 	 	P-O Realty LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	POVI L.L.C.
	 
	 	 	 	 
	 	 	By: Park-Ohio Industries, Inc., its sole member
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Precision Machining Connection LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	RB&W Ltd.
	 
	 	 	 	 
	 	 	By: RB&W Manufacturing LLC, its sole member
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	RB&W Manufacturing LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Red Bird, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary







 









 






	 	 	 	 	 
	

	 	Southwest Steel Processing LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Summerspace, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	The Ajax Manufacturing Company
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	The Clancy Bing Company
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Tocco, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	Trickeration, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	WB&R Acquisition Company, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert D. Vilsack


Name: Robert D. Vilsack
	

	 	 	 	Title: Secretary







 









 






	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Trustee
	 
	 	 	 	 
	

	 	By
	 	/s/ Timothy P. Mowdy


Name: Timothy P. Mowdy
	

	 	 	 	Title: Assistant Vice President







 









 






[Face of Note]




CUSIP/CINS                                        




8 3/8% Senior Subordinated Notes due 2014




			
	No.                    
	 	$                                      







PARK-OHIO INDUSTRIES, INC.




promises to pay to                                                           or registered assigns,




the principal sum of                                                                              DOLLARS on November 15, 2014.




Interest Payment Dates: May 15 and November 15




Record Dates: May 1 and November 1




Dated:                                       , 200_



	 	 	 	 	 
	 	PARK-OHIO INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




This is one of the Notes referred to

in the within-mentioned Indenture:



WELLS FARGO BANK, N.A.,

as Trustee



	 	 	 	 	 
	By:
	 	 	 	 
	

	 	

	 	 
	

	 	Authorized Signatory	 	 







A-1









 






[Back of Note]

8 3/8% Senior Subordinated Notes due 2014




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




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




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




     (1) Interest. Park-Ohio Industries, Inc., an Ohio corporation (the
“Company”), promises to pay interest on the principal amount of this Note
at 8 3/8% per annum from
             , 20   , until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5
of the Registration Rights Agreement referred to below. The Company will
pay interest and Liquidated Damages, if any, semi-annually in arrears on
May 15 and November 15 of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each, an “Interest Payment
Date”). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided further that the first Interest Payment Date shall
be              , 20   . The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a
rate that is equal to the rate then in effect to the extent lawful; The
Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
and Liquidated Damages, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.




     (2) Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on
the May 1 or November 1 next preceding the Interest Payment Date, even if
such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, if any and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if
any, may be made by check mailed to the Holders at their addresses set
forth in the register of Holders; provided that payment by wire transfer
of immediately available funds will be required with respect to principal
of and interest, premium, if any and Liquidated Damages, if any, on, all
Global Notes and all other Notes the Holders of which will have provided
wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and
private debts.




     (3) Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A.,
the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company, any of its Subsidiaries or Parent may act in
any such capacity.



A-2









 






     (4) Indenture. The Company issued the Notes under an Indenture
dated as of November 30, 2004 (the “Indenture”) among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (the “TIA”). The Notes are
subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes
are unsecured obligations of the Company. The Indenture does not limit
the aggregate principal amount of Notes that may be issued thereunder.




     (5) Optional Redemption.



     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to November 15,
2009. On or after November 15, 2009, the Company will have the option to
redeem, from time to time, all or a part of the Notes upon not less than 30 nor
more than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, on the Notes redeemed to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 15 of
the years indicated below, subject to the rights of Holders on the relevant
record date to receive interest on the relevant interest payment date:



	 	 	 	 	 
	Year
	 	Percentage

	2009
	 	 	104.188	%
	2010
	 	 	102.792	%
	2011
	 	 	101.396	%
	2012 and thereafter
	 	 	100.000	%







     Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.



     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to November 15, 2007, the Company may on any one or more
occasions redeem up to 40% of the aggregate principal amount of Notes issued
under the Indenture at a redemption price equal to 108.375% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if
any, to the redemption date, with the net cash proceeds of one or more sales of
common Equity Interests (other than Disqualified Stock) of the Company or one
or more contributions to the Company’s common equity capital made with the net
cash proceeds of a concurrent sale of Equity Interests (other than Disqualified
Stock) of Parent; provided that at least 60% in aggregate principal amount of
the Notes originally issued under the Indenture (excluding Notes held by the
Company, its Subsidiaries and Parent) remains outstanding immediately after the
occurrence of such redemption and that such redemption occurs within 60 days of
the date of the closing of such sale of Equity Interests.




     (6) Mandatory Redemption.



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




     (7) Repurchase at the Option of Holder.




          (a) If there is a Change of Control, the Company will be required to
make an offer (a “Change of Control Offer”) to each Holder to repurchase
all or any part (equal to $1,000



A-3









 






or an integral multiple thereof) of each Holder’s Notes at a
purchase price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of purchase, subject to the rights of Holders on the
relevant record date to receive interest due on the relevant interest
payment date (the “Change of Control Payment”). Within 30 days following
any Change of Control, the Company will mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as
required by the Indenture.




          (b) If the Company or a Restricted Subsidiary of the Company
consummates any Asset Sales, within fifteen days of each date on which
the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company will commence an offer to all Holders of Notes and all holders of
other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to
offers to purchase or redeem with the proceeds of sales of assets (an
“Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase
the maximum principal amount of Notes (including any Additional Notes)
and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase, in
accordance with the procedures set forth in the Indenture. To the extent
that the aggregate amount of Notes (including any Additional Notes) and
other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, the Company (or such Restricted
Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the 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 on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Company prior to any related
purchase date and may elect to have such Notes purchased by completing
the form entitled “Option of Holder to Elect Purchase” attached to the
Notes.




     (8) Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance
of the Notes or a satisfaction or discharge of the Indenture. 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.




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




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



A-4









 






     (11) Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes
including Additional Notes, if any, voting as a single class, and any
existing Default or Event or Default or compliance with any provision of
the Indenture or the Notes or the Note Guarantees may be waived with the
consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes including Additional Notes, if any,
voting as a single class. Without the consent of any Holder of a Note,
the Indenture or the Notes or the Note Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide
for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s or a Guarantor’s
obligations to Holders of the Notes and Note Guarantees in case of a
merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does
not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA, to conform the
text of the Indenture or the Notes to any provision of the “Description
of Notes” section of the Company’s Offering Memorandum, to the extent
that such provision in that “Description of Notes” was intended to be a
verbatim recitation of a provision of the Indenture, the Note Guarantees
or the Notes; to provide for the issuance of Additional Notes in
accordance with the limitations set forth in the Indenture, or to allow
any Guarantor to execute a supplemental indenture to the Indenture and/or
a Note Guarantee with respect to the Notes.




     (12) Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest on, or Liquidated
Damages, if any, with respect to the Notes, whether or not prohibited by
the subordination provisions of the Indenture; (ii) default in the
payment when due of the principal of, or premium, if any, on, the Notes
when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, whether
or not prohibited by the subordination provisions of the Indenture, (iii)
failure by the Company or any of its Restricted Subsidiaries to comply
with Section 5.01 of the Indenture; (iv) failure by the Company or any of
its Restricted Subsidiaries for 60 days after notice to the Company by
the Trustee or the Holders of at least 25% in aggregate principal amount
of the Notes including Additional Notes, if any, then outstanding voting
as a single class to comply with any of the other agreements in the
Indenture or the Notes; (v) default under certain other agreements
relating to Indebtedness of the Company which default results in the
acceleration of such Indebtedness prior to its express maturity; (vi)
certain final judgments for the payment of money that remain undischarged
for a period of 60 days; (vii) certain events of bankruptcy or insolvency
with respect to the Company or any of its Restricted Subsidiaries that is
a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary; and (viii)
except as permitted by the Indenture, any Note Guarantee by a Guarantor
that is a Significant Subsidiary of the Company is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be
in full force and effect or any Guarantor that is a Significant
Subsidiary of the Company, or any Person acting on its behalf denies or
disaffirms its obligations under such Guarantor’s Note Guarantee. If any
Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency, all outstanding Notes
will become due and payable immediately 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 at least 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 of the Notes notice of any



A-5









 






continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest or premium, if
any, or Liquidated Damages, if any) if it determines that withholding
notice is in their interest. The Holders of at least 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, rescind an
acceleration or 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 or premium, if any, or Liquidated
Damages, if any, on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required, upon becoming
aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.




     (13) Subordination. Payment of principal, interest and premium, if
any, and Liquidated Damages, if any, on the Notes is subordinated to the
prior payment of Senior Debt on the terms provided in the Indenture.




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




     (15) No Recourse Against Others. A director, officer, employee,
incorporator or shareholder of the Company or any of the Guarantors, as
such, will not have any liability for any obligations of the Company or
the Guarantors under the Notes, the Note Guarantees or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration
for the issuance of the Notes.




     (16) Authentication. This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.




     (17) Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).




     (18) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes
and Restricted Definitive Notes will have all the rights set forth in the
Registration Rights Agreement dated as of November 30, 2004, among the
Company, the Guarantors and the other parties named on the signature
pages thereof or, in the case of Additional Notes, Holders of Restricted
Global Notes and Restricted Definitive Notes will have the rights set
forth in one or more registration rights agreements, if any, among the
Company, the Guarantors and the other parties thereto, relating to rights
given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the “Registration Rights Agreement”).




     (19) CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes, and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as



A-6









 






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.




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



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



Park-Ohio Industries, Inc.

23000 Euclid Avenue

Cleveland, Ohio 44117

Attention: General Counsel



A-7









 





Assignment Form




     To assign this Note, fill in the form below:



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

	 	 
	



	

	 	(Insert assignee’s legal
name)                
          












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



























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




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



Date:






 	 	 
	 	Your Signature:


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








Signature Guarantee*:







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





A-8










 





OPTION OF HOLDER TO ELECT PURCHASE




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



	 	 	 
	o Section 4.10
	 	o Section 4.15







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



$







Date:







Your Signature:






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




Tax Identification No.:






Signature Guarantee*:







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




A-9









 








SCHEDULE OF EXCHANGE 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

officer of Trustee or

Custodian
	
 
	 	
 
	 	
 
	 	
 
	 	
 







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




A-10









 








EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Park-Ohio Industries, Inc.

23000 Euclid Avenue

Cleveland, Ohio 44117



Wells Fargo Bank, N.A.

Sixth & Marquette; N9303-120

Minneapolis, Minnesota 55479

Fax: (612) 667-9825

Attn: Corporate Trust Services



     Re: 8 3/8% Senior Subordinated Notes due 2014



     Reference is hereby made to the Indenture, dated as of November 30, 2004
(the “Indenture”), among Park-Ohio Industries, Inc., as issuer (the “Company”),
the Guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.



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



[CHECK ALL THAT APPLY]




     1.  o Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably 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
Restricted Definitive Note and in the Indenture and the Securities Act.



     2.  o Check if Transferee will take delivery of a beneficial interest in
the Regulation S Global Note or a Restricted 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



B-1









 





S under the Securities Act and (iii) the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the
Restricted Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than 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 and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.




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




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



or





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



or





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



or





          (d)    o such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 144A, Rule 144, Rule 903 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 Restricted Definitive Notes
and in the Indenture and the Securities Act.



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



     (a)  o Check if Transfer is pursuant to Rule 144. (i) The Transfer is
+being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer



B-2









 





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




     (b)  o Check if Transfer is Pursuant to 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.



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



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



	 	 	 
	

	 	

	

	 	[Insert Name of Transferor]







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







Dated:






B-3









 








ANNEX A TO CERTIFICATE OF TRANSFER




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




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





          (a) o a beneficial interest in the:




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




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




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




          (b) o a Restricted Definitive Note.



2. After the Transfer the Transferee will hold:




[CHECK ONE]





          (a) o a beneficial interest in the:




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




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




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




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




          (b) o a Restricted Definitive Note; or




          (c) o an Unrestricted Definitive Note,




          in accordance with the terms of the Indenture.



B-4









 





EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE



Park-Ohio Industries, Inc.

23000 Euclid Avenue

Cleveland, Ohio 44117



Wells Fargo Bank, N.A.

Sixth & Marquette; N9303-120

Minneapolis, Minnesota 55479

Fax: (612) 667-9825

Attn: Corporate Trust Services



     Re: 8 3/8% Senior Subordinated Notes due 2014



(CUSIP ____________)




     Reference is hereby made to the Indenture, dated as of November 30, 2004
(the “Indenture”), among Park-Ohio Industries, Inc., as issuer (the “Company”),
the Guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.



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



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



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



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



C-1









 





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



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



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



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



     (b)  o Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
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.



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



	 	 	 
	

	 	

	

	 	[Insert Name of Transferor]







C-2









 






	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







Dated:






C-3









 






EXHIBIT D


FORM OF CERTIFICATE FROM



ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Park-Ohio Industries, Inc.

23000 Euclid Avenue

Cleveland, Ohio 44117



Wells Fargo Bank, N.A.

Sixth & Marquette; N9303-120

Minneapolis, Minnesota 55479

Fax: (612) 667-9825

Attn: Corporate Trust Services



     Re: 8 3/8% Senior Subordinated Notes due 2014



     Reference is hereby made to the Indenture, dated as of November 30, 2004
(the “Indenture”), among Park-Ohio Industries, Inc., as issuer (the “Company”),
the Guarantors party thereto and Wells Fargo Bank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.



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



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



     (b)  o a Definitive Note,



     we confirm that:



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



     2. We understand that the offer and sale of the Notes have not been registered
under the Securities Act, and that the Notes and any interest therein may not
be offered or sold except as permitted in the following sentence. We agree, on
our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes (or has
furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and, 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 Company to
the effect that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any Person



D-1









 





purchasing the Definitive Note or beneficial interest in a Global Note from us
in a transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.




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



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



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



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



	 	 	 
	

	 	

	

	 	[Insert Name of Accredited Investor]







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







Dated:






D-2









 








EXHIBIT E




FORM OF NOTATION OF GUARANTEE




     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of November 30, 2004 (the “Indenture”)
among Park-Ohio Industries, Inc., (the “Company"), the Guarantors party thereto
and Wells Fargo Bank, N.A., as trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, premium, if any, and Liquidated Damages,
if any, and interest on, the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case
of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 11 of the
Indenture and reference is hereby made to the Indenture for the precise terms
of the Note Guarantee. Each Holder of a Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose;
provided, however, that the Indebtedness evidenced by this Note Guarantee shall
cease to be so subordinated and subject in right of payment upon any defeasance
of the Note in accordance with the provisions of the Indenture.



     Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.



	 	 	 	 	 
	 	 	[NAME OF GUARANTOR(S)]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







E-1









 





EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE



TO BE DELIVERED BY SUBSEQUENT GUARANTORS




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                 
 , 200   , among                    
 (the “Guaranteeing
Subsidiary”), a subsidiary of Park-Ohio Industries, Inc. (or its permitted
successor), an Ohio corporation (the “Company”), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and Wells Fargo
Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of November 30, 2004 providing for the
issuance of 8 3/8% Senior Subordinated Notes due 2014 (the “Notes”);



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



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



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



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



     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 11 thereof.



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



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



F-1









 





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



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



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



F-2









 





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



     Dated: _______________, 20___




	 	 	 	 	 
	 	 	[GUARANTEEING SUBSIDIARY]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







	 	 	 	 	 
	 	 	[COMPANY]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







	 	 	 	 	 
	 	 	[EXISTING GUARANTORS]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







	 	 	 	 	 
	 	 	[TRUSTEE],
	 	 	  as Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Authorized Signatory








F-3